Measures concerning holding of meetings in companies and other legal entities

Luxembourg companies can continue to hold shareholder meetings and meetings of management bodies exclusively in digital form.

The Law of 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities (the “Law”) repeals the Law of 20 June 2020, which had enacted into law (and, for the first time extended) the measures introduced by the Grand-Ducal Regulation of 20 March 2020 at the beginning of the pandemic.

The Law allows shareholder meetings and meetings of management bodies of all Luxembourg companies, private or listed, and other referenced legal entities to be held (exclusively) in digital form until 31 December 2020 and confirms the practical aspects of the previously adopted regime.

For shareholder meetings, companies may require that shareholders and all other participants participate in the meeting and exercise their rights exclusively:

• by a vote in writing or in electronic format (provided that the full text of the resolutions have been published or otherwise provided to the participant); or
• by appointing a special proxy chosen by the company;
• by videoconference or any other means of telecommunication allowing the identification of the participants.

For meetings of boards of directors, boards of managers, supervisory boards or other bodies, the meeting may be held and/or resolutions may be adopted by way of:

• written circular resolutions; or
• videoconference or any other means of telecommunication allowing the identification of the participants.

Persons participating by way of such means will be considered present for the purposes of determining the quorum and majorities.

The above rules apply regardless of any contrary provisions in the articles of association of the relevant legal entity and regardless of the number of participants.

As specified in the parliamentary works, it is not the day on which the meeting is convened but the day on which it is held which determines whether the measures set out in the Law can be applied.