VALIDATION OF THE ANNUAL ACCOUNTS
The annual accounts of capital companies must be approved by the shareholders or members, as the case may be (in accordance with Articles 450-8 and 710-23 of the amended Act of 10 August 1915 on commercial companies).
CONVENING OF MEETINGS
In SAs
For SAs, the obligation to convene the meeting is attributed to the board of directors or the management board (possibly the supervisory board), as appropriate.
This convocation must be made:
- either by registered letter at least 8 days before the date of the meeting, if all shares are registered,
- or by placing an announcement in the electronic register of companies and associations (RESA) and in the Luxembourg Journal at least 15 days before the general meeting if the shares are registered and bearer shares.
In SARLs
For SARLs, the convening of the meeting is the responsibility of the manager (or managers). In the event of failure to do so, members holding more than half of the corporate capital may themselves convene the annual meeting (Article 710-21 of the amended Act of 10 August 1915 on commercial companies).
Notices of meetings are sent by post (registered post is not mandatory) at least 15 days before the date of the general meeting (the deadline is not set by law but seems to be accepted by the doctrine).
It is however not necessary to hold a physical meeting in limited liability companies where the number of partners is less than or equal to 60, and the manager may consult the partners in writing by sending the text of the resolutions and a voting form.
Provision of the annual financial statements
In the days preceding the general meeting, the annual financial statements (i.e. at least the balance sheet, the profit and loss account and the notes to the accounts) must be made available at the registered office for inspection by the shareholders/partners. These documents must be available within 8 days before the general meeting for SAS (public limited companies) and within 15 days for SARLs (limited liability companies).
HOLDING OF THE MEETING
For both public limited companies and the limited liability companies, the articles of association usually indicate the place (or municipality), date and time of the annual general meeting to approve the financial statements. If the articles of association do not specify specific details, the meeting is held at the registered office.
In practice, the date and time are flexible (without exaggeration).
PRESENCE AND MAJORITY QUORUM
In SAs
Luxembourg law does not provide for a quorum of presence or majority for SAs. All decisions are adopted by a majority of the votes cast (Article 443-2 of the amended Act of 10 August 1915 on commercial companies). This means that the financial statements can be approved by only one shareholder present (the others being absent) and representing only a small part of the capital.
In SARLs
A majority quorum exists for limited liability companies, which means that resolutions may only be adopted at the first consultation if they are approved by shareholders representing more than half of the corporate shares (Article 710-18 of the amended Act of 10 August 1915 on commercial companies).
No resolution may be validly approved if the required majority does not exist at the first convocation of the annual general meeting (or at the first written consultation). It will therefore be necessary to convene a second meeting or to organise a second consultation, in both cases by means of a registered letter. The resolution or meeting will then approve resolutions by a majority of the votes cast, regardless of the portion of the capital represented.
FURTHER INFORMATION
Précis de droit comptable published by Legitech, 6th Edition (2023), Section VII, Chapters 1 to 3.
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