RSM Luxembourg

COVID-19 : Updated measures regarding virtual board and shareholder meetings

COVID-19 and the lockdown are unexpectedly and unprecedentedly turning our economic lives and our businesses upside down . In several areas, Luxembourg authorities are taking measures to ease the situation.

In order to face important legal issues within organizations, the Luxembourg Government implemented some measures with respect to the corporate governance.

These measures are to be applied with immediate effect.

Holding of Shareholder meetings: no physical presence

The Grand-Ducal Regulation of March 20, 2020 introduces various measures in order to allow the Luxembourg companies and other legal entities to hold a meeting without a physical presence and despite any provision of the articles of association or equivalent.

The company (acting through its management body) may even force its shareholders and other participants to participate and exercise their rights exclusively remotely, which comprises:

  • by a vote in writing or in electronic form, provided that the full text of the resolutions or decisions to be passed has been published or otherwise communicated to the participants; or
  • by way of a proxy designated by the company; or
  • by visioconference, conference call, telephone or any other means of telecommunication allowing the identification of the participants (even if it is not indicated in the articles of association).

Shareholders or members participating by such means are deemed to be present for the computation of the quorum and majority at such meeting.

Meetings of other corporate bodies as board of managers or directors

According to the Regulation and regardless of the articles of association of the company providing for the contrary (or in the absence of any specific statutory provisions), the same flexibility applies to meetings of all other corporate bodies such as the board of managers or directors of any Luxembourg companies, as well as to supervisory boards (if any) of public limited companies. Any such corporate bodies may hold their board meetings without a physical meeting:

  • by written/circular resolutions; or
  • by visioconference or other means of telecommunication enabling the identification of the members participating in the meeting.

Members of such corporate bodies participating in such means are deemed to be present for the computation of the quorum and majority.

Date of approval of the annual accounts

With respect to annual general meetings of shareholders to be held in 2020 regarding the annual accounts of 2019, the Regulation further authorizes any company, regardless any contrary provision of its articles of association, to convene its annual general meeting at:

  • a date that is within six months after the end of its financial year or;
  • a date that is within a period ending on June 30, 2020.

Reporting deadlines for filling the annual accounts 2019

Following to the three measures described above, and according to a notification published on the Luxembourg Business Register (“LBR”) website, the LBR has decided to grant an  additional administrative period of four months to file the annual accounts of the Luxembourg companies (regardless of the legal form of the company), i.e. until November 30, 2020.

Companies will have an additional administrative period of 4 months to make their financial data filings at the RCS, at the standard rate.

Thus, for a financial year ending, for example, on 31/12/2019, the filing of annual accounts will be subject, until 30/11/2020, to the standard administrative costs of € 19 excluding VAT and from 01/12/2020, the surcharge for late filing will directly amount to EUR 500.00 excl. VAT.

This document is provided for information purposes only and does not constitute legal or tax advice. RSM Tax & Accounting Luxembourg or any sister company should not be held responsible. Professional legal and/or tax advice should be obtained before taking or refraining from any action as a result of the contents of this document.

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