Covid-19 – New law on measures concerning the holding of meetings in companies and other legal entities – 21 December 2021
Covid-19: New law of 17 December 2021 on measures concerning the holding of meetings in companies and other legal entities
In the context of the Covid-19 crisis, measures concerning meetings in companies were previously adopted, notably by the law of 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities as amended (the “September 2020 Law”).
The September 2020 Law, as amended, allows shareholders’ meetings and meetings of management bodies of Luxembourg companies and other entities to be held exclusively without physical presence until 31 December 2021.
The new law of 17 December 2021, as published in the Official Journal (Mémorial) on 20 December 2021, further extends the September 2020 Law until 31 December 2022, in view of the uncertain evolution of the Covid-19 pandemic.
As a reminder, for shareholders’ meetings, a company may require that the shareholders and all other participants attend the meeting and exercise their rights exclusively by:
- a vote in writing or in electronic format (provided that the full text of the resolutions has been published or otherwise provided to the participant); or
- appointing a special proxy chosen by the company; or
- videoconference or any other means of telecommunication allowing the identification of the participants.
For meetings of boards of directors, boards of managers, supervisory boards or other bodies, the meeting may be held and/or resolutions may be adopted by way of:
- written circular resolutions; or
- videoconference or any other means of telecommunication allowing the identification of the participants.
Persons participating by way of such means are considered present for the purposes of determining the quorum and majority requirements.
These provisions shall apply notwithstanding any provisions to the contrary in the articles of association of the entity and the number of participants.