Luxembourg Corporate: Publication of the renumbered law

On 15 December 2017, the Grand-Ducal Regulation (A1066) on the coordination of the amended law of 10 August 1915 relating to commercial companies (the Law) was published in the Luxembourg Official Gazette (the Regulation). The Regulation came into force on 19 December 2017 and from now on, references should be made to the newly "amended law of 10 August 1915 relating to commercial companies".

The Regulation was issued under article IV of the law of 10 August 2016 on the modernisation of the amended law of 10 August 1915 relating to commercial companies and modifying the Luxembourg Civil Code and the amended law of 19 December 2002 relating to the Register of Commerce and Companies and accountability and the annual accounts of companies.

This Regulation renumbers and re-arranges the various sections relating to commercial companies. The Regulation notably (i) inserts a more formal system of numbering that is now consistent across the Law and (ii) reorganises the sections of the Law into 17 Titles:

• Title I deals with some general provisions
• Titles II to IX each deal with a specific form of Luxembourg company (eg. Title III deals with public limited liability companies (sociétés anonymes) and societas europaea, Title VII deals with private limited liability companies (société à responsabilité limitée)…)
• Title X deals with restructurings (mergers, demergers…)
• Titles XI and XII deal with liquidation of companies and judicial dissolution, respectively
• Title XIII deals with companies incorporated abroad
• Title XIV deals with proceedings and prescriptions
• Titles XV and XVI deal with criminal prescriptions and additional provisions, respectively
• Title XVII deals with consolidated accounts.

The Regulation also updates certain European legislative references embedded in the Law.

You will find a consolidated version of the Law and of the Luxembourg Civil Code here.

In addition to the concordance table prepared under the Regulation, this version also cross-references each article (as renumbered) with its former number with a hyperlink.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice