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Reorganised Luxembourg law on commercial companies comes into force

January 2018 - Corporate & Commercial. Legal Developments by Chevalier & Sciales .

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A revised version of Luxembourg’s law on commercial companies, originally dating from August 10, 2015, came into force on December 19, 2017, following its publication in the grand duchy’s official gazette (Mémorial A no. 1066) on December 2015 (the “Company Law”.

The revisions, introduced by the Grand-Ducal Decree of December 5, do not introduce any substantive changes to the legislation, nor require any action on the part of existing companies subject to the law. Luxembourg companies existing before 19 December 2017 will not need to amend their constitutive documents and a reference to an old number will automatically be deemed to refer to the corresponding new number of an article. However, the new numbering shall be used for any references made to the Company Law as from 19 December 2017.

The most recent major reform of Luxembourg’s company law, through the legislation of August 10, 2016, authorised the government to revise the structure of the legislation to improve its consistency and readability.

The decree rearranges and renumbers the provisions of the law, reorganising it into 17 chapters, as well as correcting grammatical and drafting errors and amending inaccurate references.

The newly-consolidated version of the law may be consulted at: http://legilux.public.lu/eli/etat/leg/rgd/2017/12/05/a1066/jo.