Blog: Luxembourg Blog | 23 March 2020

Temporary measures allowing for meetings of shareholders and other corporate bodies of Luxembourg companies in writing/electronic form or video/teleconference

In response to the current situation and in an effort to curtail the spread of the Coronavirus, COVID-19, the Grand Duke of Luxembourg decided, pursuant to article 32(4) of the Luxembourg Constitution, to declare a state of emergency by a Grand Ducal regulation dated 18 March 2020. The state of emergency has been extended by the Luxembourg Parliament for a period of three months. Under the same emergency powers, the Grand Duke of Luxembourg enacted a Grand Ducal regulation dated 20 March 2020 introducing measures regarding the holding of meetings in companies and other legal entities (the "2020 Regulation"):

General meetings of shareholders

Pursuant to article 1(1) of the 2020 Regulation, a company may, notwithstanding any provision to the contrary in its articles of association and irrespective of the expected number of shareholders participating in the general meeting, hold any general meeting without a physical meeting, and may require its shareholders and other attendees to attend the meeting and exercise their rights exclusively: 

(i) by a vote in writing or in electronic form, provided that the full text of the resolutions or decisions to be passed has been published or otherwise communicated to the participants; or

(ii) by way of a proxy designated by the company; or

(iii) by video conference or any other means of telecommunication allowing the identification of the participants.

If a shareholder (or another participant) has already appointed a proxy other than the person referred to in point (ii) above in accordance with article 8 of the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in listed companies, as amended, such proxy may only participate in the meeting in the forms provided for in points (i), (ii) and (iii) above. 

Shareholders who participate by such means are deemed present for the purpose of the quorum and the majority.

These provisions are equally applicable to meetings of bondholders.

With respect to annual general meetings of shareholders, article 1(3) of the 2020 Regulation stipulates that, notwithstanding any provision to the contrary contained in its articles of association, any company is authorised to convene its annual general meeting for the later of (i) a date that is within six months after the end of its financial year and (ii) a date that is within a period ending on 30 June 2020. 

Article 1(4) of the 2020 Regulation further provides that a company is entitled to apply the provisions of the 2020 Regulation for any meeting convened on or prior to 30 June 2020. Any company which has already convened its meeting and wishes to take advantage of these provisions shall publish its decision and, where appropriate, notify it to its shareholders or other participants in the form in which it had convened the meeting or by publication on its website no later than three working days before the meeting. 

Meetings of other corporate bodies

The same flexibility shall apply to meetings of the board of managers or directors, supervisory boards or other corporate bodies. As article 1(2) of the 2020 Regulation sets forth that any corporate body other than the general meeting may hold its meeting without a physical meeting: 

(i) by adopting written circular resolutions; or 

(ii) by videoconference or other means of telecommunication enabling the identification of the members participating in the meeting. 

Members of such bodies that participate by such means are deemed present for the calculation of the quorum and the majority.

The 2020 Regulation is available in French on Legilux.