After almost ten years of work at parliament level, the Bill of Law n°5730 modernising Luxembourg corporate law was adopted by Parliament on 13 July 2016 and is dated 10 August 2016.
Learn more about the context and have a look at the analysis of Pierre Beissel and Sébastien Binard in this article, firstly published in the magazine CAPITAL V (LPEA).
What you need to know about the Company law reform and its opportunities for investment funds in a 2 minutes video.
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To empower youth to tackle tomorrow’s challenges, Arendt & Medernach is organizing the Arendt Young Leaders Days, a two days forum, allowing European young lawyers & leaders to exchange on upcoming opportunities.
This Q&A guide to tax on corporate lending and bond issues in Luxembourg has been first published in Thomson Reuters Practical Law guide.
Arendt & Medernach, the leading independent business law firm in Luxembourg, is pleased to announce the arrival of Yvan Stempnierwsky as Of Counsel at the firm.
On 14 July 2016, the Luxembourg Parliament adopted a bill to implement (i) Directive 2014/56/EU on statutory audits (audits of annual accounts or consolidated accounts) (the “Directive”) and (ii) certain provisions of EU Regulation 537/2014 on the specific requirements applicable to the statutory audit of public-interest entities (the “Regulation”).The law will become effective after its publication in the Luxembourg official journal.This bill will replace the Luxembourg law of 18 December 2009 on the audit profession.There will not however be any significant change in the legal and regulatory framework of the audit profession except for the redefinition of the auditor’s role and the missions of the supervisory bodies (the Commission de surveillance du secteur financier (CSSF) and the Institut des réviseurs d’entreprises (IRE)).Redefinition of the auditor’s roleThe role of the approved auditor (réviseur d’entreprises agréé) has been clarified and strict rules will be introduced in order to strengthen its independence. In Luxembourg, two codes of the Fédération internationale des experts-comptables (IFAC) and certain regulations of the CSSF have already implemented such clarification and stricter rules.Finally, the missions that have so far been restricted to approved auditors may be carried out by auditors (réviseurs d’entreprises) except for a company’s statutory audit, which may only be carried out by an approved auditor.Restriction to the audit mission periodIn order to avoid any familiarity risk which may arise during an audit mandate, an audit mission may be renewed each year but only for a maximum aggregate duration of 10 years. This audit mission may even be renewed beyond 10 years if a public tendering process is launched.Moreover, the key audit partners in charge of carrying out a statutory audit in a public-interest entity may only carry out this audit for a maximum period of 7 years.List of additional information to be provided in the audit reportIn order to improve the information value of the audit report, such report must contain certain mandatory information, such as, but not limited to:
Improvement of the supervision of auditors and of the cooperation between auditors’ supervisors within the European Union
European passport and use of international auditing standards
On 13 July 2016, the Luxembourg Parliament adopted a bill introducing a simplified form of the société à responsabilité limitée ("S.à r.l.-S") which is reserved to physical persons and intended to facilitate the commencement and development of new business activities.The introduction of a simplified and easy-to-create company form in Luxembourg law will allow for the cost-efficient and swift formation of companies. For this purpose, the minimum share capital has been substantially reduced and there is no need to form the S.à r.l.-S by way of a notarised incorporation deed.Variant of the S.à r.l.This is not an additional company form, but rather a variant of the existing regime of the société à responsabilité limitée ("S.à r.l."). As such, the S.à r.l.-S is a corporate body with separate legal personality.Creation by contract (signed under private seal) is possibleTo allow for more flexibility and a cost-efficient formation, an Sàrl-S may be validly formed by way of contract signed under private seal without the requirement of a notary.Starting share capital as low as one euro but joint and several liability of founders / shareholdersThe starting capital can be set within a range between EUR 1 and EUR 12,000. However, each year 5% of the profits must be allocated to a special reserve until the share capital and such special reserve reach an aggregate of EUR 12,000.Considering the very low amount of the minimum share capital, the shareholders of the S.à r.l.-S are jointly and severally liable for the obligations of the S.à r.l.-S unless the S.à r.l.-S has been transformed into another company form or has been dissolved.Open to physical persons onlyTo avoid abuse, an S.à r.l.-S is only open to physical persons. As a result, the S.à r.l.-S can only have physical persons as shareholders and only physical persons can be managers of an S.à r.l.-S.Available for targeted activities onlyThe S.à r.l.-S can only have a corporate purpose pertaining to activities which require a business licence.The copy and the number of the business licence need to be included upon filing of the S.à r.l.-S with the Luxembourg Trade and Companies’ Register. This entails that the business licence must be requested prior to the formation of the S.à r.l.-S.Although conceived as a transitory regime, the law does not impose a maximum duration for this regime.Effectiveness as of 16 January 2017The law will become effective as of 16 January 2017.
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Luxembourg has now adopted the law implementing Directive 2014/95 amending the Accounting Directive (Directive 2013/34/EU) which requires certain large companies and groups to disclose non-financial and diversity information.
Luxembourg’s innovative and pragmatic legislation is helping businesses from around the world create European acquisition hubs.
Our partner and head of corporate, tax and capital markets Laurent Schummer, describes the innovative legislation that supports innovative businesses in Luxembourg.
Being in a tax-neutral environment at the heart of the EU and with access to any European passports that may be required, Luxembourg is the place of choice to set up holding or JV platforms for acquiring businesses or assets on a pan-European basis in any industrial, commercial or financial sector.
Luxembourg and China have developed a long-lasting and significant business relationship. Established diplomatic protocols extend back over 40 years and we are observing increasingly close business ties between the two countries.China is expanding outwards, with eyes decidedly turned towards Europe. The attractiveness of the financial sector and legal environment of the Grand Duchy has encouraged Chinese companies and entrepreneurs to establish their European domiciles, headquarters and/or investment structures in Luxembourg where they benefit from a business friendly environment, familiarity with Chinese business as well as the EU passport. This has also contributed to Luxembourg becoming one of the largest RMB centres outside China. In this context, Arendt & Medernach decided to open an office in Hong Kong in 2009.In this fifth edition of the Arendter, we will hear from the people who represent Luxembourg and its benefits for China as well as the economic actors from both countries who are working to develop their businesses. We will also keep you updated with expert legal advice on new Chinese investment opportunities.We hope you will enjoy reading our new issue.
Nous avons le plaisir d'annoncer notre prochain Midi de l'entreprise qui se déroulera dans l'auditorium d'Arendt House le mardi 8 novembre sur le thème : SAS et SARL(s) : simplifiez-vous la vie !>
Arendt & Medernach is sponsoring the ALFI (Association of the Luxembourg Fund Industry) North America roadshow which will take place: Monday 3rd October in Toronto, Tuesday 4th October in Boston and Wednesday 5th October in New York.>
Please join us on 15 September 2016 for a breakfast seminar during which we will present and discuss the most relevant and up-to-date AIF structuring trends for the European AIF industry at large.>
The modernisation of the Luxembourg company law framework via the adoption of bill of law 5730 is a significant development that will impact your business. The partners of Arendt & Medernach are pleased to invite you to an investment funds seminar on that subject on Tuesday, 6 September 2016>
Notre Partner et Co-Chairman, Guy Harles, etait orateur pour le "10x6 Finance: réussir le virage du digital" organisé par Paperjam Business Club. Retrouvez tous les moments forts de la soirée dans le document en copie. >
We are pleased to announced that Arendt & Medernach will be a sponsor of Hedgeopolis New York 2015 wich will be held on 9 November 2015.>
Arendt & Medernach is sponsoring the 11th Annual Mergers & Acquisitions Institute which will be held from 15 to 16 October in Dallas, Texas.>
We are delighted to inform you of 2nd edition of our Investing in Europe Seminar to take place in Chicago on Thursday, 28 May 2015.>
Bob Calmes will be a speaker during the Luxembourg For Finance in Toronto and Montreal which will take place on April 13 and 15.>