Member News

Company law reform – are you ready ?

After more than ten years of extensive discussions, the modernisation of the Luxembourg corporate legal framework has now been adopted. However, the law is yet to be published before entering into force: such publication is expected in mid-August.

Flexibility and legal certainty are the key drivers of the reform.

As many adjustments are very technical we thought that rather than providing you with a detailed explanation of the newly adopted law, you would be more interested in seeing what the new articles of association will look like.
Each set of articles of association is accompanied by explanatory notes providing you with the key features of the articles and certain of the major options available to you.

We would also like to draw your attention to the grandfathering provision. Companies incorporated before the entry into force of the company law reform will have 24 months to comply with the mandatory provisions of the new law. In the meantime, they will remain subject to the existing regime. We will be pleased to make a preliminary first assessment of your articles of association in this respect.

As Luxembourg company law continues to offer access to many forms of companies, a comparative table providing a short overview of the main features and differences between a société anonyme, a société par actions simplifiée, a société en commandite par actions and a société à responsabilité limitée can be accessed by clicking here.

Please find hereafter the standard set of articles compliant with the new law:

Articles of association of a société anonyme (S.A.) 
Articles of association of a société par actions simplifiée (S.A.S.) 
Articles of association of a société à responsabilité limitée (S.à r.l.)

Compliments of Arendt & Medernach – A member of the EACCNY