Context

Company law matters are regulated by the Luxembourg company law of August 10^th 1915 on commercial companies, as amended from time to time (the Law 1915) as well as some provisions of the Luxembourg civil code relating to certain Luxembourg legal entities.

Amendments

The Law 1915 has been significantly amended since 2016, of which a significant modernisation took place with effect as of August 23^rd 2016 (the Amended Law 1915) followed by a complete overhaul of its numbering on December 5^th 2017.

Transition period

Due to the significant amendments made to the Law 1915, the legislator provided for a twenty-four months transitional period.

Applicable regime

The following regime applies since August 23^rd 2016:

1. For all Luxembourg companies incorporated after August 23^rd 2016, the Amended Law 1915 applies automatically;
2. Luxembourg companies incorporated before August 23^rd 2016 remained subject to the existing regime of the Law 1915 for a transitional period of twenty-four months:
   1. In case of contradiction between statutory provisions and the Amended Law 1915, the Law 1915 remains applicable until August 23^rd 2018;
   2. If a new rule introduced by the Amended Law 1915 is not provided for in the articles of association of a company, the Amended Law 1915 applies automatically since August 23^rd 2016;
   3. If the articles of a company have faithfully transposed the text of an article of the Law 1915, the said Law 1915 shall continue applying (for this specific reference) until August 23^rd 2018; and finally
   4. If within the articles of association of a company, reference is made to a precise article of the Law 1915 (for instance article [x]) or to the Law 1915, the Amended Law 1915 will apply directly as of August 23^rd 2016.
3. As indicated above, the Amended Law 1915 entered into force on August 23^rd 2016, so that the transitional period of twenty-four months will end on August 23^rd 2018.

Conclusion

There are just three months left for all companies based and incorporated in Luxembourg to assess whether the articles of association, shareholders' agreements, joint venture agreements, profit-sharing plans or any other constitutional document should be amended before the end of the transitional period following the entry into force of the Amended Law 1915.

This three-month period should make it possible to finalise the reflection and implement any changes that may be necessary in order to take advantage of the new provisions of the Amended Law 1915 and of the flexibility, as well as tidying-up the whole in the light of the complete renumbering that has taken place.

Do not hesitate to contact us during this period in order to analyse your possible needs and evaluate the solutions to be implemented and how best to do it.