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Imminent end of the transitional period introduced by the law modernizing the Luxembourg Law on commercial companies

The law applicable to commercial companies regulated by the law of 10 August 1915 on commercial companies as amended in Luxembourg (hereinafter the “Law”) has undergone significant changes through the so-called law modernizing the Luxembourg law on commercial companies adopted on 10 August 2016 with effect from 23 August 2016 (hereinafter the “Amended Law”) followed by a complete restatement of its numbering resulting from the grand-ducal Regulation of 5 December 2017 coordinating the Law.

In order to allow commercial companies to reflect in their articles of association the amendments made necessary, the legislator has provided for a transitional period of twenty-four months making a special scheme applicable from 23 August 2016 as follows:

  • Luxembourg companies incorporated after 23 August 2016
    The Amended Law applies automatically;
  • Luxembourg companies incorporated before 23 August 2016
    The Amended Law applies automatically except in case that articles in the articles of association are not compliant with the Amended Law. In such case, the provisions of the Law continue to apply during the transitional period of twenty-four months as regards these articles which are not compatible with the Amended Law.

The Amended Law came into force on 23 August 2016, so that the transitional period of twenty-four months will end on 23 August 2018, and as from 24 August 2018, the new mandatory provisions will apply directly to any company regardless of the date of incorporation, and the provisions of the articles of association that are contrary to those of the Amended Law will then be deemed unwritten.

There is little time left for all companies incorporated under Luxembourg law to update the statutory provisions that should be amended before the end of the transitional period in the frame of an extraordinary general meeting to be held before a notary.