Remote meeting regime extended until end of 2022 and directors' obligation to file for insolvency within one month suspended until 30 June 2022
The draft bill of Luxembourg law number 7916 (the Draft Bill 7916) published on 24 November 2021, providing for an extension of the measures set out in the law of 23 September 2020 concerning the holding of meetings in companies and other legal entities, as amended (the 23 September 2020 Law) was passed into law on 17 December 2021 (the 17 December 2021 Law).
The 17 December 2021 Law, allows Luxembourg companies to continue to benefit from the options offered by the 23 September 2020 Law to organise and hold shareholder and board meetings remotely, notwithstanding any provision to the contrary in their respective articles of association, until the end of 2022. An extension until the end of 2022 was considered appropriate because of the inability to predict the development of the pandemic.
The explanatory notes published in connection with the Draft Bill 7916 note that the remote meeting measures provided for by the 23 September 2020 Law, as amended, remain optional. Companies that are willing to organise and hold board or general meetings with the physical presence of their members can, of course, do so, as long as this is possible while still complying with any sanitary restrictions in place at such time.
For a complete overview of the measures and alternatives to physical board or general meetings of Luxembourg companies introduced by the 23 September 2020 Law, as amended, make sure to check our article on this available here.
Also on 17 December 2021, the Luxembourg parliament approved an extension to the suspension of the obligation of directors to file for insolvency within a one-moth deadline, as originally introduced by the law of 19 December 2020, until 30 June 2022.
For completeness, we note that the legislative package enacted on 17 December 2021 does not provide for any extension to the statutory deadlines applicable to the holding of annual general meetings, or the publication and filing of annual accounts. As of the date hereof (and subject to more stringent requirements included in the articles of association and certain exceptions relating to the first financial year of the company), Luxembourg companies are under the obligation to procure the holding of their annual general meeting within 6 months from the end of the financial year and the filing of such accounts with the Luxembourg trade and companies register (R.C.S. Luxembourg) within one month from their approval.
Ira VladiAssociate Attorney at law
Ira Vladi, associate, is a member of the Corporate Practice Group in our Luxembourg office. She advises both Luxembourg based and foreign clients on Luxembourg corporate law matters, and more specifically, international restructurings, mergers & acquisitions and corporate finance transactions.T: +352 466 230 648 E: [email protected]