New Luxembourg rules on digital tools and processes in company law

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Luxembourg companies and notaries must now embrace digitalisation.

On 15 June 2023, the Luxembourg Parliament adopted the law on the use of digital tools and processes in company law (the “Law”), which aims to digitalise and modernise company law and the notarial profession.

The Law has two key objectives:

By way of background, the Directive’s aims include enabling online incorporation of certain forms of companies and online registration of branches, and simplifying searches for information about companies.

Main measures

The main measures from a Luxembourg law perspective include:

Luxembourg sociétés anonymes (public limited companies), sociétés à responsabilité limitée (private limited companies) and sociétés en commandite par actions (partnerships limited by shares) can be incorporated online without physical presence; online incorporation is also possible with physical presence.

Standard articles of association are made available free of charge by the Chamber of Notaries.

The Law introduces online payment for cash contributions to an account opened in the name of the company held with a bank operating in the EU. Payments in cash to a bank operating outside the EU are still possible, as is proceeding by way of separate proof of funds.

Notarial deeds may be drawn up in electronic format under the conditions and in the form laid down by the applicable laws and regulations. In all cases, the following three conditions must be met:

    1. the author (such as the notary) of a notarial deed in electronic format must be identified;

    2. the technical process used must guarantee the integrity of the notarial deed’s content as soon as the deed is created in its final form; and

    3. the technical process used must be easily understood by human beings.

The Law introduces a general principle of non-discrimination between instruments, deeds and copies in electronic format, and paper instruments, deeds and copies issued by notaries. It should be noted that the concept of instruments is broader than notarial deeds and includes, among others, instruments drawn up by a bailiff (huissier de justice) or a registrar (officier de l’état civil). When instruments, deeds or copies in electronic format meet the above conditions, they are valid as originals and have the same legal value as documents, deeds or copies in paper format. The Civil Code is amended in this respect.

This principle applies both to companies that must be incorporated by notarial deed and to other forms of companies that choose to be incorporated by notarial deed (e.g. sociétés civiles (civil companies) and sociétés en commandite simple (common limited partnerships)). Consequently, the latter will also benefit from the online incorporation process.

The Law provides for new rules for notaries. Key points are:

The Law aims to strengthen the exchange of information between Member States’ trade and companies registers, in particular, by allowing easier access to information about companies and branches.

These changes do not lead to additional administrative burdens for companies, as they must already take certain steps with the RCS, either for themselves or their branches.

What’s next?

The law will enter into force on the first day of the month following its publication in the Luxembourg official journal.

It is worth noting that further EU reform on digital tools is underway. In March 2023, the EU Commission published a proposal for a directive amending the Directive to expand and upgrade the use of digital tools and processes in company law.

How can we help?

Our Corporate Law, M&A team can assist you with all legal matters arising in connection with the Law and its practical impacts.


For further information, please reach out to your usual contact within the Corporate Law, Mergers & Acquisitions team_


Authors: Madison Darid and Alexandra Cabannes

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Luxembourg Newsflash – New Luxembourg rules on digital tools and processes in company law

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