Luxembourg overhauls its company law for more flexibility and legal certainty: the place becomes even more attractive for Private equity and Fund investors:

The law of 10 August 2016 modernizing the company law has finally been adopted after more than 9 years of parliamentary debate.

The contractual freedom for the shareholders is one of the main features of Luxembourg law and a key factor which made the success of the Luxembourg’s financial place. Always aiming at not to prejudice freedom of the economic operators, the new law increases however legal security and make Luxembourg law more appealing for PE houses and international investors. The law integrates legal corporate innovations, confirms in the law the validity of some corporate law practices, provides with new capitalization and financing instruments, and harmonizes certain rules governing the various forms of Luxembourg companies. The reform improves also the governance strengthening the protection of minority shareholders and allowing better delegations.

The new law includes brings significant improvements for the different types of corporate vehicles such as the limited liability company (“S.à r.l.”), the public company limited by shares (“S.A.”), and the corporate partnership limited by shares (“S.C.A.”), to make them more flexible and attractive.

The new company law creates also a new simplified form of company law, inspired by French law, the simplified joint-stock company (“S.A.S.”). The S.A.S. is subject to the same rules as the S.A. but which are made more flexible. Shareholders are allowed to simplify the corporate governance rules which may be mainly determined by the articles of incorporation.

For any additional information, please feel free to contact:
Laurence Jacques, Partner Corporate,;
Denis Van den Bulke, Managing Partner,