The Act of 10 August 2016 (the "Act") modernising the Luxembourg Companies Act of 10 August 1915, as amended, and amending certain provisions of the Luxembourg Civil Code, introduced new rules on the rights of bare owners (nu-propriétaire) and beneficial owners (usufruitier) in the event of divided ownership (usufruit) of shares. Prior to the Act, there were no specific rules on the division of ownership of shares. The Act introduces both rules applicable to all types of companies and those applicable to only certain corporate forms.

The Companies Act of 10 August 1915, as amended inter alia by the Act of 10 August 2016 (the "Act"), now provides a legal basis for the issuance of profit shares by a limited-liability company (société à responsabilité limitée or "SARL") which complements the rules applicable to the issuance of such shares by a limited company (société anonyme or "SA"). Click here

The Luxembourg Act of 10 August 1915 on commercial companies (the "Act",) as recently amended by the Act of 10 August 2016 modernising Luxembourg company law, now contains specific rules on the conversion of companies with legal personality from one corporate form to another. The main purpose of the new provisions is to protect shareholders, in particular from a potential increase in their obligations, and safeguard the rights of third parties.

The Luxembourg Companies Act of 10 August 1915, as amended inter alia by the Act of 10 August 2016 (the "Act"), introduces several new grounds to invalidate shareholder decisions. In this regard, a distinction should be made between grounds generally applicable to shareholder decisions in all types of companies and those applicable to a particular type of corporate form, such as an S.A. (société anonyme), S.C.A. (société en commandite par actions), S.À R.L. (société à responsabilité limitée) and/or S.A.S. (société par actions simplifiée).

On 18 January 2017, Regulation (EU) No 655/2014 (the "Regulation") will become fully applicable. It will henceforth be possible to obtain in any EU Member State, with the exception of Denmark and the United Kingdom, a preservation order for bank accounts of a debtor situated in another Member State. Click here for more.

The Act of 10 August 2016 (the "Act") modernising Luxembourg company law has simplified the rules applicable to non-voting shares of a société anonyme (SA). Click here for more.

The Luxembourg Companies Act of 10 August 1915, as amended inter alia by the Act of 10 August 2016 (the "Act"), allows the issuance of shares with unequal value by a société anonyme (S.A.) and a société à responsabilité limitée (S.à .rl.). The new rules, based on Belgian company law, provide additional flexibility to structure the share capital of an S.A. and an S.à r.l. and to regulate the voting rights of shareholders.

The keystone of the law of 5 August 2005 on financial collateral arrangements, as amended1 (the “Law”) is the lack of influence of any insolvency proceedings, seizures or any such measures on financial collateral arrangements (article 20(4) of the Law).

The capital impairment rules applicable to companies that have sustained significant losses, set out in Article 100 of the Luxembourg Act of 10 August 1915 on commercial companies, were recently amended by the Act of 10 August 2016, modernising Luxembourg company law. Click here for more.

One of the key principles of Luxembourg financial regulation is the obligation of professional secrecy (often referred to as the bank secrecy, the "Professional Secrecy Obligation") laid down in Article 41(1) of the law dated 5 April 1993 on the financial sector, as amended (the "Financial Sector Act"). Outsourcing arrangements and, in particular, IT outsourcing operations which can lead to the disclosure of confidential data and thus to a potential breach of the Professional Secrecy Obligation are subject to rather strict legal conditions.