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 limitéecan 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.)

Should you need any further information, please do not hesitate to contact us.

Click here to download the Newsflash "Company law reform, are you ready?" in pdf


Laurent Schummer

Laurent Schummer is a Partner and a member of the Corporate Law, Mergers & Acquisitions, the Private Equity & Real Estate and the Finance & Capital Markets practices of Arendt & Medernach. In addition to general company law, mergers and acquisitions, joint ventures and group restructuring matters, Laurent also handles takeover, equity offering and listing matters. He has been a member of the Luxembourg Bar since May 1998. Laurent is a standing member of the Mergers and Acquisition commission of the Union Internationale des Avocats. He is a lecturer in corporate law at the University of Luxembourg. Prior to joining Arendt & Medernach, he was a partner at Linklaters LLP, Luxembourg which he jo...



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