Training Path: Expert in Luxembourg Companies Law

Part 1

Module 1: establishing a sole proprietorship or opting for the incorporation of a commercial company 

• Distinguishing the conduct of business as a tradesman or through a company
• Advantages of opting for a company
• Distinction between the companies and other entities: ASBL, EIG, branch…
• Overview of the 1915 law on commercial companies and recent reforms
• Comparing capital companies and partnerships
• Types of commercial companies and overview of their specificities: SNC, Scoop, SA, SARL, SARL-S, SAS, SCA, SCS/p

Practical exercise: choosing the most appropriate corporate form for your business project

Module 2: understanding and carrying out the relevant administrative formalities associated with your project 

• Understanding the business licence and whether one is needed
• Applying for a business licence: sectors of activity concerned, concept of management, conditions and administrative procedures, timeframe, etc.

Module 3: incorporating a commercial company (SA, SARL) 

• Incorporation steps: preliminary steps, key documents, timeframes, role of the notary, conditions for the validity of the deed, share capital, bank account, legal personality, paying up shares, first general meeting, post incorporation formalities
• Third party disclosure formalities: RCS, RESA, RBE
• Domiciliation of commercial companies: applicable law and related jurisprudence
• Nationality and substance of commercial companies: real seat theory, central administration and related jurisprudence

Part 2.1

Module 4: general meetings (SA, SARL) 

• Rights and obligations of a shareholder/partner
• Powers accorded by law
• General meetings and their organisation
• General meetings vs written resolutions
• General meetings (convening formalities, quorum, deliberations, cancellation)
• Adoption of resolutions: focus on majority requirements

Practical exercise on voting majorities

Module 5: transfers of shares and other securities 

• Free transfers vs regulated transfers
• Transfer formalities (disclosure, share register, pledge, donation)
• Transfer of beneficiary shares

EXTRA: Module 6: shareholder agreements 

• Minority rights in a joint venture context
• Shareholder agreements (purpose, advantages, validity, applicable law, enforceability, sanctions)
• Statutory and extra statutory clauses: complementary role, conflicts
• Types of clauses (voting agreements, transfer restrictions, other clauses)

Part 2.2

Module 7: management body (SA, SARL) 

• Status of company directors: appointment, personal rights, end of mandate, de facto director
• Decision-making process: principles, board of directors (SA), managers or board (SARL), confidentiality, conflicts of interest
• Powers and duties of company directors: management powers, representative body, other specific powers and duties
• Delegation of powers: management committee or CEO (SA), specialised committees, day-to-day management, special mandates/powers of attorney
• Directors’ liability (civil, criminal, bankruptcy, etc.) and limitation of liability

Module 8: corporate supervision 

• Supervision by the internal auditor, external auditor or the shareholders/partners themselves
• Internal auditor (“commissaire”) (status, powers and liability)
• external auditor (“réviseur d’entreprises agréé”) (status, powers and liability)

Module 9: annual accounts 

• Applicable laws and relevant documents
• Preparation of the annual accounts
• Procedure for approving the accounts
• Disclosure formalities

EXTRA – Module 10: stand alone v/ group interest 

• Governance of company group subsidiaries
• Interest of the group in regard to the Rozenblum doctrine
• The X Principles of Corporate Governance of the Luxembourg Stock Exchange

Part 3

Module 11: types of contributions 

• Contribution in cash
• Contribution in kind
• Contribution of services (sweat shares)

Module 12: company issued securities 

• Ordinary shares and shares with different nominal values
• Share premium and account 115
• Classes of shares, tracking shares, redeemable shares, sweat shares, beneficiary shares
• Bonds from debenture loans: purpose, legal regime, bondholders rights, extension of the regime

Module 13: implementing capital transactions 

• Share capital increase by the general meeting
• Share capital under the authorised share capital
• Capital contribution by the offsetting of receivables
• Capital contribution in the 115 account
• Capital contribution by the incorporation of reserves, profits or share premiums and assimilated premiums

Module 14: distributions 

• Distributing dividends and redeeming shares
• Carrying out capital reductions and partial liquidation transactions
• Returning share premium and similar premiums

Practical exercise: interim dividend distribution

Part 4

Module 15: dissolution and liquidation 

• Termination of company’s activities: dissolution, liquidation, closure
• Dissolution & voluntary liquidation: regular and simplified liquidation procedures
• Dissolution & judicial liquidation
• Dissolution by operation of law
• Bankruptcy and other collective proceedings

Module 16a: simplified merger 

• Merger involving Luxembourg companies and simplified cross-border mergers
• Principles, procedures and legal effects

Module 16b: transfer of registered office 

• Transfer of the registered office within the same municipality or to another municipality
• Transfer of headquarters from Luxembourg to another country (emigration) and vice versa (immigration)
• Principles, procedures and legal effects

Module 17: conversion of company 

• The conversion of SA and SARL into another form of Luxembourg company
• Principles, procedures and legal effects

Prequisites

Entrepreneurial mindset or legal notions or familiar with Luxembourg business law

Acquired skills

These modules will provide you with the necessary basis with respect to:

• the stages of incorporation
• administrative formalities
• governance aspects
• monitoring and funding
• restructuring and liquidation

Lecturer

Patrick Lestienne
Attorney at Law in Luxembourg

Alternative organisational mode on request by completing the form beside

• You are at least 3 people and want to organise this training in your organisation’s premises