The Act of 10 August 2016 modernising Luxembourg company law and amending the Act of 10 August 1915 on commercial companies (the "Act") introduces a new provision on the declaration and distribution of interim dividends by an S.à r.l. It was generally accepted that an S.à r.l. could declare interim dividends, provided its articles of association allowed it to do so. Often the provisions of Article 72-2 of the Act, applicable to the S.A., were applied mutatis mutandis, subject to further interpretation by practitioners.

NautaDutilh Luxembourg is pleased to present you with its free English translation of the Act of 10 August 1915 on commercial companies as amended by, amongst other legislation, the Act of 10 August 2016 modernising Luxembourg company law.

On 26 June 2017 the deadline has passed for the implementation of the European directive on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the Fourth anti-money laundering directive). With this directive, among other things, the register of ultimate beneficial owners (UBO-register) was introduced. We have previously informed you about the proposed content of the Dutch UBO-register and the effect of its introduction. The EU member states had two years to implement the directive in national law.

The Act of 10 August 2016 modernising Luxembourg company law and amending the Act of 10 August 1915 on commercial companies (the "Act") has extended the scope of application of the rules on the issuance of bonds and other debt instruments thereby providing greater flexibility for the issuers of such instruments. Click here for more.

The new Prospectus Regulation (EU) 2017/1129, which will be binding in its entirety and directly applicable in all Member States, has been published on 30 June 2017 in the Official Journal of the European Union. It will enter into force on 20 July 2017 and apply from 21 July 2019, other than certain exemptions which will apply from an earlier date. Click here for more.

The Act of 10 August 2016 modernising Luxembourg company law and amending the Act of 10 August 1915 on commercial companies (the "Act") has clarified the rules applicable to the issuance of convertible debt instruments. Click here for more.

The Luxembourg Act of 10 August 1915 on commercial companies (the "Act"), as amended by the Act of 10 August 2016, now provides that the debt-to-equity swap rules set out in Article 94-2 et seq. can be applied to any issuance of securities by a Luxembourg or foreign issuer. Click here for more.

On 17 May 2017, the Luxembourg financial sector regulator (CSSF) published circulars in order to streamline its regulation on (IT) outsourcing in the financial sector, and to introduce specific rules for the use of cloud services. Click here for more.

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. Click here for more.

On April 5th the European Parliament approved the new Prospectus Regulation. It is intended to protect investors while at the same time helping companies, and in particular SMEs, access the capital markets in a more cost efficient manner. The Regulation contains new rules on when a prospectus must be published and on its contents. Click here for more.