Special serie COVID-19 - n°10: Extension until 31 December 2020 of the measures for holding general meetings and decisions of the management bodies remotely

In the context of the difficult evolving situation in connection to COVID-19, most companies are currently facing unprecedented legal issues within their organisations. As a result, they have to adapt significantly their way of working to go through this unique time in the best possible and efficient manner. In order to assist you in this task, we have identified several hot topics. We propose to present each of these points in a separate newsletter, to be published within the coming days, where we will provide you with practical hints to approach the situation efficiently.

The law of 23 September 2020 (the “Law of September 2020”) extends the derogative measures regarding the holding of meetings in companies and other legal entities until 31 December 2020. 

As presented in our Special serie COVID-19 - n°2 Newsletter, such provisions were initially introduced by the Grand-Ducal regulation of 20 March 2020 and are in a nutshell the ability (i) to hold general meetings of shareholders without physical attendance and (ii) to take decisions of other corporate bodies, such as managers/directors, remotely or by circular resolutions. 

Afterwards, the Luxembourg law of 20 June 2020 (the “Law of June 2020”) replaced the Grand-Ducal regulation of March 2020 and notably extended its measures up to 9 months after the end of the financial year of each company. 

As the Law of June 2020 expired on 30 September 2020 for the companies having a traditionnal fiscal year from 1 January to 31 December 2020 and representing an important portion of the companies in Luxembourg, the Law of June 2020 was abrogated and replaced by the Law of September 2020, which mainly takes over the provisions of the Law of June 2020. 

The Law of September 2020 becomes enforcable on 1 Octobre 2020 and will produce its effect until 31 December 2020 included. 

As a consequence of the above, we recommend taking the following actions in the context of the Covid-19:

• Make reference to the Law of September 2020 in the preamble of your board decisions;

• When possible, take advantage of the digital signature and sign corporate documents with Luxtrust or Docusign, or another permitted e-signature software.

PwC Legal can assist you with each of those measures and help your organisation.

Please contact the members of our corporate team should you need any assistance in relation to the above.