The Bill no. 7826 (the “new Bill”), filed with the Luxembourg Parliament (Chambre des Députés) on 31 May 2021, proposes in the context of the current Covid-19 pandemic to amend the Law of 23 September 2020 extending the measures concerning the holding of meetings in companies and other legal entities and the Law of 19 December 2020 temporarily altering certain procedural modalities in civil and commercial matters to extend the duration of certain provisions.
The stated rationale is a choice based on prudence and precaution given that the present state of pandemic is very likely to continue beyond the currently applicable deadlines.
The Law of 23 September 2020, as amended, is the most recent of a series of measures concerning relevant meetings enacted since the outbreak of the pandemic. It permits general meetings of shareholders and meetings of the board of directors, including any supervisory board and management board, to be held without any physical presence, even if this is not expressly foreseen in the company’s articles of association. Participation in a meeting by such means satisfies the presence requirements for calculating the applicable quorum and majority.
At present, this regime is applicable until 30 June 2021 inclusive. The new Bill would extend its applicability to 31 December 2021 inclusive.
The Law of 19 December 2020 contains, among others, provisions (i) suspending the deadline applicable to mandatory filings for bankruptcy under Art. 440 of the Commercial Code (Art. 5), (ii) permitting the grant of contractual mortgages by notarial deed on the basis of authentic proxies or under private seal, by way of derogation from Article 2127 of the Civil Code (Art. 6), and (iii) extending the deadline for making declarations of birth to one month, by way of derogation from Article 55 of the Civil Code (Art. 7). These provisions are currently applicable until 30 June 2021 inclusive. The new Bill would extend their applicability until 31 December 2021 inclusive.
The duration of the applicability of the other provisions of the Law of 19 December 2021 (concerning derogations from procedural rules before court jurisdictions in cases subject to the written procedure (Arts. 1-3) and the suspension of the execution of certain evictions (Art. 4)) remains unaltered by the new Bill. However, the situation in respect of these provisions will continue to be considered before a possible prolongation.
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This publication is for general guidance only and does not constitute definitive legal advice.