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23-03-2020

Grand Ducal Regulation relating to the holding of shareholder meetings and board meetings in Luxembourg companies in the context of the current COVID-19 situation

In the context of measures taken with the aim of limiting the propagation of the COVID-19 virus and the state of crisis declared in Luxembourg on 18 March 2020, the Luxembourg Government has issued a Grand Ducal Regulation (Règlement Grand-Ducal) dated 20 March 2020 to give flexibility to the holding of shareholders and board meetings.
 
Shareholder meetings
The regulation notably provides that, notwithstanding any contrary stipulations in the articles of association, general meetings of shareholders of Luxembourg companies (and all legal entities) may be held without a physical meeting with shareholders voting remotely (in written or electronically), through a proxy-holder or by videoconference (or similar telecommunication means allowing identification).
 
Board meetings
Board meetings may also be held, notwithstanding any contrary stipulations in the articles of association, without a physical meeting, through circular written resolutions or videoconference (or similar telecommunication means allowing the identification of participants).
 
Tax comments
Luxembourg tax law does not provide specific substance requirements. However, it is advisable to properly document that the important business decisions of a Luxembourg company are taken in Luxembourg (and not elsewhere) in order to avoid discussions on the tax residency of the company. This normally implies that foreign shareholders / board members of a Luxembourg company should travel to Luxembourg in order to discuss and take the important business decisions of the company. Considering that travelling to Luxembourg may not be possible nowadays, we hope that the current COVID-19 situation will be taken into account if questions on the tax residency of a Luxembourg company would arise.
 
For more information, please feel free to contact us.
 
The full text of the regulation is available here

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