The so-called “Coronavirus”, designated “Covid-19”, has been declared a pandemic by the World Health Organization. Its spread has become so widespread and rapid that it poses a real threat to the vital interests of the population. In order to combat it effectively, a state of emergency was declared in the Grand Duchy of Luxembourg by a Grand-Ducal regulation of March 18th, 2020 which introduced a series of indispensable measures to protect the population while ensuring the functioning of the economy (hereinafter the “Regulation“) for a period of 3 months.
The temporary regulatory measures (government decrees) taken within the framework of the Regulation derogate from existing laws, modify their current provisions and sometimes introduce new measures, including in matters reserved to the law.
These include rules of the Grand-Ducal regulation of March 20th, 2020 introducing measures concerning the holding of meetings in companies and other legal persons allowing all Luxembourg companies, whether private or listed, to i) hold without any participant attending in person their shareholders’ meetings (including the annual general meeting) and meetings of management bodies such as boards of directors, boards of managers and supervisory boards and ii) convene the annual general meeting at a date that is the latest of the legal date of 6 months after the end of the financial year (as provided for by the law of August 10th, 1915 on commercial companies in Luxembourg as amended).
1. Holding of general meetings of shareholders and bondholders
Notwithstanding any provision to the contrary in the articles of association, a company may, irrespective of the intended number of participants in its general meeting, hold any general meeting without a physical meeting, and require its shareholders and other participants in the meeting (including the meeting of bondholders) to attend the meeting and exercise their rights exclusively:
- by remote vote in writing or in electronic form provided that the full text of the resolutions or decisions to be taken has been published or communicated to them;
- by the intermediary of a proxy appointed by the company; or
- by videoconference or other means of telecommunication that allows their identification.
The Luxembourg Business Registers (‘LBR’) has furthermore announced the suspension of the increase in the financial filing fee on an exceptional basis until 30/11/2020.
Shareholders who participate by such means are deemed present for the calculation of the quorum and majority at this meeting.
2. Holding of meetings of the management bodies of the companies
Irrespective of any contrary provisions in their articles of association, the other bodies of any company (boards of directors, boards of managers and supervisory boards) may hold their meetings without a physical meeting:
- (i) by written circular resolutions; or
- (ii) by videoconference or other means of telecommunication allowing the identification of the members of the participants in the meeting.
Members of such bodies participating by such means shall be deemed to be present for the purpose of calculating a quorum and a majority.
3. Convening of annual general meetings
Irrespective of any contrary provisions in their articles of association, any company is authorized to convene its annual general meeting for the later of the following dates:
- (i) a date that is within six months after the end of its corporate year, or
- (ii) a date that is within a period that extends to June 30, 2020.
The management body of the company shall be empowered to take this decision for any meeting convened by June 30th, 2020 at the latest.
It should be noted that in case the company has already convened its meeting and decides to take this decision, it will have to publish it and, where applicable, notify it to its shareholders or other participants in the form in which it had convened such meeting or by publication on its website no later than the third business days before the meeting.
4. Suspension by LBR of the increase in financial filing fees on an exceptional basis until 30/11/2020
The increase in the fee for filing financial data is suspended, exceptionally and until 30/11/2020, when the application for filing is submitted with a maximum delay of 4 months inclusive.
With regard to the filing of annual accounts for the 2019 financial year, companies will have an additional administrative delay of 4 months to file their financial data with the RCS, at the standard rate of 19€ excl. VAT (excluding registration fees and the CNC administrative fee).
Thus, for a financial year ending for example on 31/12/2019, the filing of annual accounts will be subject, until 30/11/2020, to the standard administrative filing fee of 19€ excluding VAT.
It should be noted that if the annual general meeting is postponed and held at a date later than 30/11/2020 (which is permitted in accordance with point 3 above), unless the LBR changes its position, additional fees will apply.