Following the vote of a new law by the Luxembourg Parliament on 13 July 2016, the rules applying to SA and S.à r.l. companies have been modified and modernised, in line with the objectives of contractual liberty and shareholder safety.
The scope of the new law is extremely broad. It notably impacts the governance of SA and S.à r.l. companies, widens the type of shares that can be issued, clarifies the conditions applying to certain transactions (e.g. dividends distributions, transfer of seat, dissolution of the company), and creates a new type of contractually-based company, the SAS.
These recent changes bring better visibility to the corporate landscape on the legality of corporate mechanisms, comforting private decision-makers to resort to Luxembourg vehicles.
The new rules will become applicable in the coming weeks after publication of the law, which shall occur during the month of August. The articles of association of Luxembourg companies will have to be amended to comply with this new law, but existing companies will benefit from a 2-year grace period to amend their articles of association.
Below, we have provided you with a practical and detailed list of all the key changes introduced by the law.
We are confident that the new law will contribute towards making Luxembourg a safer and even more attractive jurisdiction for companies and investors and all our M&A/Corporate Luxembourg team remains at your disposal for further information.