While the coronavirus pandemic situation continues to have an impact on the sound governance of companies and other legal entities, the Luxembourg legislator decided to extend the possibility for the companies to hold their general meetings and other necessary meetings without physical presence.
These measures were initially provided by the Grand-Ducal Regulation of 20 March 2020 introducing measures concerning the holding of meetings in companies and other legal persons and was extended several times. The latest extension enacted by the law of 23 September 2020 ceased its effect on 30 June 2021.
Hence, due to the still running pandemic situation, the Luxembourg legislator by the law of 30 June 2021 has decided to extend once again the possibility for Luxembourg-based companies to hold virtual board and shareholder meetings until 31 December 2021.
VIDEO CONFERENCE MEETINGS
Rules regarding the convening and holding of meetings for corporate organs as well as shareholders’ meetings are provided in the law dated 10 August 1915 regarding commercial companies, as amended as well as the law of 24 May 2011 on the exercise of certain rights of shareholders at meetings general information of listed companies (the "Laws").
For various reasons, including amongst other substance or sound corporate governance, holding of physical meetings was the rule and only in restricted cases, provided in the Laws and with a necessary specific dispositions in the articles of association of companies, option was granted to hold video conference meetings or similar.
Despite the improvement of the pandemic in Luxembourg, it is fair to say that the situation is not yet solved, therefore, considering the need to provide for legal certainty to companies with respect to the possibility to hold general meetings by videoconference or written resolutions when the articles of association do not provide for such option, it was of paramount importance to extend the right to hold virtual board and shareholder meetings longer. Such right is extended until 31 December 2021.
ENTRY INTO FORCE
The law of 30 June 2021 entered into force on 30 June 2021 and shall remain in force until 31 December 2021 inclusive.