The Luxembourg Act of 10 August 1915 on commercial companies (the "Act") as amended by the Act of 10 August 2016 modernising Luxembourg company law, now contains more flexible rules on the transfer of a Luxembourg company's registered office, both within and outside the Grand Duchy.
1. Transfer of the registered office within the Grand Duchy of Luxembourg
The articles of a Luxembourg limited company (société anonyme or SA), private limited-liability company (société à responsabilité limitée or S.à r.l.), partnership limited by shares (société en commandite par actions or SCA) and joint stock company (société par actions simplifiée or SAS) can now authorise the management body to transfer the entity's registered office to another location within Luxembourg and amend the articles accordingly. As a result, a shareholder meeting in the presence of a notary is no longer required in order for such a decision to be valid.
This additional flexibility will prove particularly useful for companies with many shareholders and listed companies, for which calling and holding a general meeting of shareholders is a lengthy and costly procedure.
2. Transfer of the registered office outside the Grand Duchy of Luxembourg
The transfer of a Luxembourg company's registered office outside the country implies a change of nationality. Prior to the recent amendments to the Act, a change of corporate nationality required unanimous shareholder consent. The Act now provides that such a decision can be adopted by the general meeting of shareholders with the same quorum and majority required to amend the articles.
This additional flexibility will prove particularly useful for companies with many shareholders and listed companies, which in practice often find it virtually impossible to obtain unanimous shareholder consent.
The amended provisions are intended to facilitate corporate mobility.