On 13 July 2016, the Luxembourg Parliament voted the long-awaited law to modernise the law of 10 August 1915 on commercial companies, commonly referred to as the Company Law. Taxand Luxembourg explores the amendment further.
The Law enacted a reform of the private limited liability company (Sàrl) in order to align it with the regime applicable to public limited liability companies (SA) and introduced a new legal form of commercial company, the simplified public limited liability company (SAS).
The Law also introduced measures aimed at simplifying intra-group funding flows. Corporate governance and the conduct of business in general have also been improved.
Finally, certain measures dedicated to the private equity sector were enacted. Although not detailed here, other measures worth mentioning include: the improvement of the regime of usufruct/bare-ownership of shares, the rights of minority shareholders and the introduction of a regime relating to the conversion from one type of company into another.
The modernisation Law will enter into force following its publication in the Official Gazette. Companies in existence prior to the entry into force are given 24 months to comply with the new provisions. In the interim, they will continue to be subject to the former legal provisions.