Luxembourg

Proposed Bill No. 8699 amending the Labour Code for the purposes of transposing Directive (EU) 2024/28311 (the "Directive") was tabled before the Chamber of Deputies on 10 February 2026 (the "Bill"). The Directive, the transposition of which is contemplated herein, entered into force on 1 December 2024 and shall be transposed no later than 2 December 2026. A broad scope of application for a rapidly evolving sector The Bill is intended to apply to "digital labour platforms" ("Platforms"), defined as any natural or legal person providing a service that satisfies the following requirements: It is provided, at least in part, remotely by electronic means (website or mobile application) ; It is provided at the request of a recipient of the service ; It involves the organisation of work performed by individuals in exchange for remuneration; It involves the use of automated monitoring or decision-making systems. "Platform work" shall mean any work organised through the intermediary of a Platform and performed by an individual on the basis of a contractual relationship between, on the one hand, the individual, and, on the other hand, the Platform or an intermediary. The Bill accordingly imposes an equivalent level of protection for persons having a direct contractual relationship with a Platform and those having a contractual relationship with an intermediary. To that end, the future Article L.171-3 of the Labour Code establishes joint and several liability between the Platform and its intermediary vis-à-vis the workers. The characterisation of the contractual relationship between persons performing work through a Platform and the Platform or the intermediary is immaterial. Both individuals classified as employees and those classified as independent contractors may benefit from the protective measures introduced by the Bill, provided that the factual circumstances reveal the existence of an employment relationship within the meaning of the Labour Code. The legal presumption of an employment relationship: a paradigm shift To that end, the Bill establishes a legal presumption of the existence of an employment relationship within the meaning of Articles L.121-1 et seq. of the Labour Code, provided that facts evidencing direction and control exercised by the Platform over the worker are established. The Bill sets out 13 criteria enabling the parties to determine whether or not the contractual relationship ought to be characterised as an employment contract within the meaning of the Labour Code. These criteria are as follows: the Platform determines or caps the remuneration; the Platform supervises the performance and quality of the work; the Platform holds itself out on the market as offering the services or works; the Platform sets the conditions of access to the services; the Platform receives payment for the service or work to be rendered or rendered by the individual; the Platform restricts the freedom to organise work (working hours, absences, duration of work); the Platform issues a classification of individuals; the Platform manages communications with the beneficiaries; the Platform may exclude the worker; the Platform restricts the development of an independent client base or the performance of work for third parties; the Platform limits the latitude to accept or refuse tasks; the Platform limits recourse to subcontractors or substitutes; the Platform imposes mandatory rules regarding the performance of work, appearance or conduct. The Bill specifies that the legal presumption is rebuttable, unless at least three of the criteria listed above are satisfied, in which case the presumption becomes irrebuttable. It should be noted that Article 5(6) of the Directive provides that the legal presumption should not have retroactive legal effects prior to 2 December 2026, even in respect of contractual relationships entered into before that date. To date, Luxembourg has elected not to transpose this provision, so as to avoid any difference in treatment between workers based on the date of commencement of their work. Enhanced protection of personal data of platform workers The Bill further seeks to strengthen the protection of personal data of persons performing work through a Platform, and to that end establishes an absolute prohibition on Platforms carrying out certain data processing operations, namely: the processing of personal data relating to the emotional or psychological state of the individual; the processing of personal data relating to private conversations; the collection of personal data when the individual is not offering or performing platform work; the processing of personal data for the purpose of predicting the exercise of fundamental rights; the processing of personal data for the purpose of inferring racial or ethnic origin, migration status, political opinions, religious or philosophical beliefs, disability, state of health, emotional or psychological state, trade union membership, sex life or sexual orientation; the processing of biometric data. Furthermore, Platforms shall be required to systematically carry out a data protection impact assessment prior to any processing, in accordance with Article 35 of the GDPR. They shall also be required to seek the views of the workers and their representatives regarding the envisaged processing, and to provide them with the results of the impact assessment. Transparency of algorithmic technologies Automated monitoring and decision-making systems are increasingly replacing traditional managerial functions and now constitute the standard mode of organising work through Platforms. Workers generally do not have access to information regarding the functioning of algorithms or the rationale underlying automated decisions, and are unable to challenge such decisions or obtain redress. In addition to the GDPR, the Bill therefore imposes on Platforms an obligation of transparency and disclosure regarding the use of automated systems. Such information shall cover: all types of decisions taken or supported by automated systems, including those without a material impact on the workers; automated monitoring systems: their use, the categories of data monitored, the objectives pursued and the recipients of the data; automated decision-making systems: their use, the categories of decisions, the parameters taken into account and the reasoning underlying decisions to restrict, suspend or terminate. Such information shall be communicated to candidates (prior to recruitment), to workers (from the first day and upon request), to employee representatives (prior to the deployment of the systems and upon request), as well as to the Labour and Mines Inspectorate ("ITM") and the National Commission for Data Protection ("CNPD") upon request. Human oversight of algorithmic technologies Platforms shall furthermore be required to monitor and evaluate the impact of automated decisions at least every two years, and to transmit such information to employee representatives, as well as to the ITM and the CNPD upon request. Such oversight shall be carried out by means of "sufficient human resources" possessing the requisite competence, training and authority to discharge this function. The Bill provides that such persons shall be protected against dismissal with notice for the duration of their assignment, as well as for a period of six months following the conclusion thereof. Finally, Platform workers shall be entitled to obtain: an oral or written explanation regarding any decision taken or supported by an automated decision-making system; a review of decisions taken by or on the basis of an automated decision-making system. The Platform shall be required to respond to such request in a precise manner within two weeks and, where the decision taken infringes the rights of the individual, to rectify the decision within a period of two weeks or, where rectification of the decision is not possible, to offer "adequate compensation for the harm suffered". In any event, the Bill requires that any decision to restrict, suspend or terminate the contractual relationship or the worker's account shall be taken by a human being. Obligation to declare platform work The Bill requires Platforms to declare the work performed by workers to the ITM, by providing the following information: the number of persons performing work through the Platform; the general terms and conditions established by the Platform and applicable to such contractual relationships; the average duration of activity, the average number of hours worked per week and the average income of persons regularly performing work through a Platform; the intermediaries with which the Platform has a contractual relationship. Platforms shall furthermore be required to inform the ITM of the work performed by each worker through the Platform, as well as their professional status. Remedies In the event of a disagreement between the parties to the contractual relationship as to the status of the Platform worker, the Bill entrusts the ITM with a conciliation role. Where the ITM concludes that an employment contract exists on the basis of at least three of the criteria set out in the future Article L.172-2 of the Labour Code, but the Platform or its intermediary objects thereto, the parties to the contract may avail themselves of an expedited judicial procedure by seizing the president of the labour court, ruling on an urgent basis and as in summary proceedings. Where the ITM finds that fewer than three criteria are met or that there is a disagreement as to the characterisation of the employment relationship, the parties shall be required to bring the matter before the labour courts. Protection of persons performing platform work The Bill first requires Platforms to provide workers with a private and secure means of communication amongst themselves and with their representatives (for example, by way of a secure messaging system). Platform workers shall furthermore benefit from protection against any adverse treatment, unfavourable consequences or retaliation resulting from a complaint lodged with the Platform or any proceedings initiated for the purpose of enforcing the future law. Any act in contravention thereof shall be null and void by operation of law, and the worker shall be entitled to have the nullity of the measure taken established before the president of the labour court, ruling on an urgent basis. In this regard, the Bill introduces a partial reversal of the burden of proof in favour of the workers, who shall be required to establish facts giving rise to a presumption that the dismissal occurred by reason of their claims. The Platform shall then be required to prove that the dismissal was based on other grounds. Sanctions and enhanced enforcement mechanisms The Bill entrusts the CNPD and the ITM, acting in cooperation, with the responsibility of ensuring the monitoring and enforcement of compliance with the future law, within the scope of their respective competences. In the event of infringements of the future statutory provisions, administrative fines may range from EUR 1,000 to EUR 25,000 per worker. Such amounts may be doubled in the event of a repeat offence within two years. In the event of a serious infringement, a cessation of works may be ordered by the Director of the ITM. Our recommendations This reform constitutes a fundamental shift in the balance between technological innovation and worker protection. Undertakings should take anticipatory measures without delay and, before the end of the year, proceed with: a compliance audit of existing algorithmic systems; an analysis of personal data currently processed and the implementation of a data protection impact assessment in accordance with Article 35 of the GDPR; a review of the contracts binding the Platforms/intermediaries to the workers; HR training covering the new obligations imposed by the Bill; the implementation of human oversight procedures. Our firm remains at your disposal to assist you throughout this transition and to ensure the legal soundness of your practices. [1] Directive (UE) 2024/2831 du Parlement européen et du Conseil du 23 octobre 2024 relative à l’amélioration des conditions de travail dans le cadre du travail via une plateforme.

In a judgment dated 25 March 2026, the Luxembourg Lower Administrative Court (Tribunal administratif) ruled that distributions from a share premium reserve, undertaken in the absence of a formal share capital reduction, are prima facie subject to Luxembourg withholding tax (“WHT”) and do not benefit from the exemption under Article 97(3)(b) of the Luxembourg Income Tax Law (“LITL”). Background and context The taxpayer, a Luxembourg listed company (the "Company"), had built up a share premium reserve following its IPO and subsequent capital increases. This reserve was partially used to offset accounting losses. Once the company returned to profitability, it reallocated profits back to the share premium account, without exceeding the historical amount contributed by shareholders. In December 2018, the Company requested a tax ruling from the Luxembourg tax authorities (Administration des contributions directes, “ACD”), seeking confirmation that a planned distribution from the share premium reserve would qualify as a tax-neutral repayment of capital and thus fall outside the scope of the 15% WHT. The ACD rejected this request. In April 2019, the Company nonetheless proceeded with the distribution. In July 2019, the ACD issued a WHT assessment, which the Company now sought to annul before the Lower Administrative Court, arguing that the distribution should be treated as a non-taxable reimbursement of shareholder contributions. Key legal question The key legal question before the Lower Administrative Court was whether a distribution from a share premium reserve – undertaken without a formal reduction of share capital - can qualify as a tax-neutral repayment of initial contributions made by the shareholders under Article 97(3)(b) of the LITL, or whether it must be treated as capital income under Article 97(1) of the LITL. More specifically, the dispute focused on the interpretation of the notion of “reduction of share capital” and whether it extends to the repayment of share premium reserves only, which are economically linked to shareholder contributions but legally distinct from share capital. The Lower Administrative Court's reasoning On the scope of Article 97(3)(b) LITL The Lower Administrative Court held that Article 97(3)(b) LITL must be interpreted strictly. The exemption applies only to distributions made in the context of a formal share capital reduction carried out in accordance with company law requirements. As Luxembourg tax law does not define “share capital” or “share premium,” the Lower Administrative Court relied on company law principles. Referring to the normalised chart of accounts and corporate law concepts, it confirmed that while share premium forms part of a company’s equity (fonds propres), it does not constitute share capital (capital social). Accordingly, the Lower Administrative Court concluded that the concept of “share capital reduction” does not cover standalone reimbursements of share premium. In the absence of a formal reduction of share capital, such distributions fall outside the scope of Article 97(3)(b) LITL. On the application of Article 97(1) LITL Having excluded the Article 97(3)(b) LITL, the Lower Administrative Court assessed whether the distribution falls within the scope of Article 97(1) LITL. It noted that Article 97(1) is broadly drafted and covers all products derived from shares, profit-sharing certificates, or similar participations. The Lower Administrative Court held that a reimbursement of share premium, being a distribution made out of the company’s net assets to its shareholders, it constitutes a “product” within the meaning of Article 97(1) LITL and thus capital income. This applies regardless of whether the distribution is characterised as a dividend, a profit distribution, or a share premium reimbursement. As the distribution did not fall within any of the exceptions listed in Article 97(3) LITL, it was therefore considered as capital income subject to WHT. On the comparative German law and "economic common sense" arguments The Company argued that relying on German tax law and Bundesfinanzhof case law, share premium reimbursements should be treated as tax-neutral returns of capital. The Lower Administrative Court however rejected this argument, noting that the Company had not demonstrated that such principles were incorporated into Luxembourg law or reflected in the legislative intent of the LITL. The Lower Administrative Court also dismissed the “economic common sense” argument. While acknowledging that interpretative principles may, in some cases, rely on considerations of common sense, it held that such reasoning can only play a subsidiary role and cannot override clear legal provisions. Its function is limited to avoiding manifestly absurd results. Conclusion  The Lower Administrative Court confirmed the position of the ACD that a repayment of share premium without a formal reduction of share capital falls within the scope of Article 97(1) LITL, constituted capital income and is subject to Luxembourg WHT under Article 146 LITL unless a WHT exemption or reduction under a double tax treaty or the participation exemption regime applies. This judgment is likely to be appealed in front of the Higher Administrative Court (Cour administrative), given its significance and its practical implications. Indeed, the Lower Administrative Court adopted a strict literal interpretation of Article 97(3) LITL, aligning the concept of “share capital” with its company law meaning and treating the distinction between share capital and share premium as decisive, rejecting the substance-over-form and the “economic common sense” approach, which is noteworthy particularly in light of the broader role that substance-over-form considerations play in most Luxembourg tax law and the unintended outcome this conclusion could have in certain situations. What this means for you This judgment has immediate practical implications for Luxembourg companies and their shareholders that intend to make distributions from share premium reserves without accompanying it by formal share capital reductions, as those would be subject to 15% WHT (unless exempt under other provision of the LITL or double tax treaties). Given the likelihood of an appeal, further developments should be closely monitored.

The law of 3 March 2026 amending Book V, Title I, Chapter III of the Labour Code (the "Law") was published in the Official Journal of the Grand Duchy of Luxembourg on 6 March 2026, entering into force on 10 March 2026. Background and Objectives Where the social partners anticipate economic or financial difficulties within an undertaking that are likely to have a negative impact on employment, they have the option, pursuant to Articles L.513-1 et seq. of the Labour Code, to enter into discussions with a view to establishing a job retention plan ("JRP"). The purpose of this instrument is to carry out anticipatory management of the effects of planned restructurings, while aiming to maintain employment, avoid redundancies or a social plan, and organise professional transitions without a period of unemployment. The Law forms part of this job retention policy and aims to strengthen the preventive nature of measures designed to avoid redundancies and social plans. Strengthening of JRP Monitoring by the Economic Committee (new Art. L. 513-3, §5bis of the Labour Code) Upon written request from the Economic Committee, the social partners who have signed a JRP are now required to provide it with all requested information relating to: the measures effectively implemented; the number of persons affected by each of these measures; the own resources invested in the implementation; and the use of financial aid or subsidies received. This information must be transmitted to the secretariat of the Economic Committee within one month of receipt of the request. In the event of deliberately false information being communicated or a refusal to transmit the requested information, the Minister responsible for Employment, acting on the opinion of the Economic Committee, shall withdraw the approval of the relevant JRP. It should be recalled that, as matters currently stand, undertakings are only required to "enter into discussions with a view to establishing a job retention plan" once the Economic Committee records five economic redundancies within a reference period of three months or eight economic redundancies within a reference period of six months. Co-financing by the Employment Fund of Training Under a JRP (new Arts. L. 513-5 to L. 513-7 of the Labour Code) The Law creates a legal basis for the co-financing, by the Employment Fund, of training provided under a JRP. The introduction of these provisions aims to put an end to legal uncertainty by creating a legal basis for conditions and arrangements already applied in practice. Co-financing Rates The Employment Fund co-finances the actual costs of training provided under a JRP at a rate of 50% where the training is aimed at a new internal position with the same employer, and at a rate of 100% where it is aimed at a new external position with another employer. Eligible Costs Eligible actual costs include: participants' registration fees; the salary costs of internal trainers; the cost of teaching materials used by the employee; and the cost of renting premises leased for internal training. The following are entirely excluded from co-financing: training exceeding 480 hours; training already covered under a training plan (Art. L. 542-9); training falling under language leave (Art. L. 234-72); training covered by the Minister for Vocational Training in the context of continuing vocational training; and training the cost of which exceeds EUR 20,000. Eligible Training Providers Training eligible for co-financing includes, in particular, training provided in Luxembourg or abroad by recognised public or private schools; professional chambers; municipalities; foundations and private associations individually approved by the Minister for Vocational Training; and ministries, public administrations and public establishments. Allocation of Costs in the Event of Interruption of Training The actual costs of the training shall be borne by the employee only in the event of dismissal for gross misconduct attributable to the employee. In the event of economic redundancy before the end of the training, the actual costs shall remain borne by the employer. Co-financing Procedure The co-financing must be requested by the employer from the Minister responsible for Employment, on pain of forfeiture, before the effective start of the training. The employer shall then submit a reimbursement request by registered letter to the Minister responsible for Employment, on pain of forfeiture, within forty days from the last day of the training. Failing this, the actual costs of the training shall be borne by the employer. Practical Recommendations Employers party to a JRP must henceforth be prepared to respond to information requests from the Economic Committee within the prescribed one-month period, failing which the approval may be withdrawn in the event of a refusal or deliberately false communication. Employers contemplating training under a JRP must imperatively submit their co-financing application before the effective start of the training, and request reimbursement within 40 days following the end of the training. These time limits are forfeiture deadlines. Our Employment, Compensations & Benefits department remains at your disposal for any questions relating to the implementation of this new legal framework or the structuring of job retention plans.

On 4 February 2026, the Commission de Surveillance du Secteur Financier (CSSF) issued Version 7 of its FAQ on Crypto-Assets for Undertakings for Collective Investment. The update, which comes into effect today introduces material changes to investment permissions, authorisation thresholds, and regulatory frameworks. Terminology Updates Terminology Change Throughout Document The entire FAQ has been updated to replace "virtual assets" with "crypto-assets" throughout all questions and answers. For the purposes of this FAQ, crypto-assets are defined in accordance with Article 3(1), point (5) of Regulation (EU) 2023/1114 (MiCAR), excluding those falling within the categories listed in Article 2(2), Articles 2(3) and 2(4) of MiCAR, or otherwise qualifying as funds. Investment Rule Changes UCITS Investment in Crypto-Assets: A New Conditional Framework Under the previous regulatory framework, UCITS were prohibited from investing either directly or indirectly in virtual assets. The updated FAQ introduces a notable shift in this position. UCITS are now permitted to invest indirectly in crypto-assets, subject to a maximum threshold of 10% of their net asset value. These indirect investments are restricted to transferable securities that do not embed any derivatives. Furthermore, any UCITS contemplating such investments must notify the CSSF of their plans in a timely manner. The CSSF emphasises that investment managers must assess the impact on the fund's risk profile, update risk management policies accordingly, and ensure transparent investor disclosure. AIF Investment Rules: Expanded Access for Retail Investors Previously, AIFs were only permitted to invest directly or indirectly in virtual assets on the condition that their units were marketed exclusively to well-informed investors. This restriction effectively excluded retail investors from accessing crypto-asset exposure through AIFs. AIFs may now invest both directly and indirectly in crypto-assets falling within the scope of MiCAR. Notably, AIFs that are open to retail investors other than well-informed investors are permitted to invest in crypto-assets up to a maximum of 10% of their NAV. This opens crypto-asset exposure to a broader investor base while maintaining safeguards through the investment threshold. Investment Fund Manager Authorisation: Introduction of a Threshold The previous regulatory position required each Luxembourg authorised IFM intending to manage an AIF investing directly or indirectly in virtual assets to obtain prior authorisation from the CSSF for the strategy designated as 'Other-Other Fund-Virtual assets'. This requirement applied regardless of the level of exposure to virtual assets. The updated FAQ introduces a material change by establishing a threshold-based approach. Luxembourg authorised IFMs are now only required to obtain prior CSSF authorisation for the 'Other-Other Fund-Crypto-assets' strategy when managing an AIF that invests in crypto-assets beyond 10% of its NAV. Investments up to 10% of NAV no longer trigger this authorisation requirement. When required, the CSSF expects comprehensive documentation covering the project description, investment approach, risk management and valuation policies, portfolio manager experience, custody arrangements, investor targeting, and AML/CTF analysis. The CSSF also clarified that no application for the “Other-Other Fund-Crypto-assets” licence is required for a Luxembourg IFM managing an AIF investing in crypto-assets indirectly through one or several target funds. Changes to Depositary Services Framework The updated FAQ also introduces significant changes to the depositary services framework under MiCAR Under the previous regulatory framework, a depositary providing services to an investment fund investing in virtual assets was required to register as a virtual asset service provider within the meaning of the AML/CTF Law. The new framework takes a different approach. Where the depositary does not offer custody and administration of crypto-assets pursuant to MiCAR, the IFM or investment fund must directly appoint a specialised crypto-asset service provider, which then bears the liability for restitution. Conversely, where a depositary does provide such custody services, this triggers either an authorisation requirement under Article 62 of MiCAR or a notification obligation under Article 60 for certain financial entities. Fund depositaries intending to directly safeguard crypto-assets must inform the CSSF in a timely manner. AML/CFT Risk Mitigation Expectations Remain Robust Whilst the procedural framework has shifted to MiCAR, the CSSF's substantive expectations regarding anti-money laundering and counter-terrorist financing (AML/CFT) risk mitigation remain unchanged. The CSSF continues to emphasise that investing in crypto-assets, whether directly or indirectly, increases the risk of money laundering, terrorist financing and proliferation financing. The Responsable du Contrôle and Responsable du Respect of supervised entities investing in crypto-assets must possess and demonstrate an adequate understanding of these risks and the necessary measures to mitigate them. Entities must conduct ML/TF risk scoring of assets and perform AML/CFT due diligence in line with the computed risk, with the key objective being to understand the source and destination of crypto-assets to prevent abuse by money launderers or terrorist financiers.