...of limited liability companies has been passed by the Chamber of Deputies on the 6th May 2009.
The Bill includes, in addition to the implementation of several provisions of EU directives, changes to the law of August 10, 1915 on commercial companies and to the Labor Code.
The main innovations are the following:
Exceptions in very specific cases to the obligation to prepare a report by a qualified auditor (réviseur d’entreprises) in the case of contribution(s) in kind to a société anonyme (public company limited by shares). Where the contribution in kind occurs without an auditor’s report, a statement of contribution value shall be published within one month after the effective date of the contribution.
Under certain conditions, the law introduces the possibility for a company to acquire its own shares, either itself or through a person acting in his own name but on the company’s behalf, provided that prior authorisation has been given by a general meeting.
A company may, either directly or indirectly, advance funds, make loans or provide security, with a view to the acquisition of its shares by a third party.
Clarification of the legal regime applicable to cross-border mergers:
— “draft terms of merger” gives way to “common draft terms of merger”;
— additional information is to be published in the case of a cross-border merger;
— neither an examination of the common draft terms of merger by independent experts nor an expert report is required if all the shareholders of each of the companies involved have so agreed;
— a specific regime is applicable if the merger is made through the incorporation of an European company;
— clarification of the determination of the date of entry into effect of the cross-border merger vis-à-vis third parties.
The possibility for a company to proceed to a demerger without being dissolved, that is, the introduction of “partial demergers” under Luxembourg Law.