An important update within Luxembourg’s Company Law reform is that of voting agreements, the transferability of S.A. shares and minority rights.
- Shareholders may agree on how to exercise their respective right to vote, unless the agreements are against the law or the corporate interest, or oblige a shareholder (or the shareholder promises) to follow instructions given by the company; a subsidiary or their organs (art. 67bis (1) for S.A., art. 195bis (1) for S.à r.l.).
- In case of a breach of the above, the individual votes are not considered and the decision is void unless the votes did not influence the outcome of the vote (art. 67bis (2) for S.A., art. 195bis (2) for S.à r.l.).
- The articles of an S.A. may limit the transferability of shares and instruments convertible into shares, if these clauses are limited in time (art. 37 (2)).
- (A group of) Shareholders holding 10% or more of the shares at the date of the general meeting which granted discharge to the directors may initiate proceedings against directors and invoke their responsibility (art. 63bis).
- (A group of) Shareholders holding 10% or more of the shares may request answers on certain management operations from the Board and from the auditor of the consolidated accounts (art. 154).
*All references to articles mentioned above are references to the law of 10 August 1915 unless expressly mentioned
These changes will impact joint venture companies and add possible instruments to shareholders agreements, providing shareholders with more flexibility to design an investment environment which is tailor-made to their respective needs and interests.
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This is part 6 in a series of articles by TMF Luxembourg experts on changes in the Grand Duchy’s company law.
Read part 4: Changes to board of directors - managers
Read part 3: Changes to shareholder meetings
Read part 1: The confirmation of practice