On 24 November 2023, draft law No. 8342 transposing directive (EU) 2019/1151 of 20 June 2019 amending directive (EU) 2017/1132 as regards the use of digital tools and processes in company law and amending the amended law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of companies (the “Draft Law”) has been submitted to the Luxembourg Parliament (Chambre des Députés).
As directive 2019/1151 was partially transposed by the Law of 7 July 2023, the Draft Law proposes to complete the full transposition of Directive 2019/1151 by transposing provisions concerning "revoked directors".
These provisions aim to enable Member States to check whether a person proposed for a position as director of a company is subject to a management ban in another Member State. The Luxembourg Business Registers (“LBR”) should be able to make such a request for information by means of the interconnected system of European company registers.
In Luxembourg, the LBR will be enabled to proceed to certification in relation to any position as “director” including director (of a public limited liability company), manager (of a private limited liability company), auditor (commissaire), statutory auditor (réviseur d'entreprises), approved statutory auditor (réviseur d'entreprises agréé) or any position conferring the power to bind a company. The LBR will refuse to register the appointment of new “directors” that are subject to a management ban (either in Luxembourg or in the EU) and can also deregister the inscription of such a person that is already registered in the Trade and Companies Register.
The check will apply to the following types of companies: public limited company (société anonyme), partnership limited by shares (société en commandite par actions) and limited liability company (société à responsabilité limitée).
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