Convening a general meeting for public limited companies (SA)
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Public limited companies (société anonyme - SA) and European companies (société européenne - SE, which are based on the same model as an SA) must hold a general meeting at least once a year, within 6 months following the end of the financial year, in the commune, at the date and time indicated in the articles of association.
The formalities and deadlines for convening general meetings vary depending on the type of shareholder structure:
- listed company;
- or unlisted company.
Directors must request the publication of the notice of the meetings in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) by filing them with the Trade and Companies Register (RCS).
Who is concerned
Shareholders of public limited companies are invited to general meetings by:
- the board of directors;
- the management board;
- the supervisory board;
- the internal auditor;
- shareholders representing 1/10 of the share capital;
- the liquidator for a company in liquidation;
- or the courts and tribunals if it has not been properly convened.
Notices, reports and documents sent to the company's shareholders must also be sent to holders of non-voting shares.
Publication of notice of meetings falls under the responsibility of the body which convenes the meeting.
It is however common to delegate the publication formalities to a fiduciary or a specialised mail-delivery company.
Deadlines
The board of directors/management board must convene a general meeting of shareholders:
- within 18 months following the company's incorporation as far as the first general meeting is concerned;
- once a year in order to deliberate on the annual accounts and the management of the company (ordinary general meeting called 'annual' or 'statutory') within 6 months following the end of the financial year;
- immediately in the event of a reduction by more than half of the number of internal auditors;
- within one month of a written request (stating the agenda) by shareholders representing 1/10 of the company's capital;
- within a 2-month period in order to decide on whether to wind up the company (extraordinary general meeting):
- in the event of loss of half of the company's capital;
- or in the event of losses amounting to ¾ of the company's capital;
- whenever required in the interest of the company:
Examples: amendment of the articles of association for an increase in capital, a transfer of the registered office to another commune, modification of the company objective, etc. (extraordinary general meeting).
How to proceed
Contents of notices of meetings
If the method of convening general meetings is not defined in the articles of association, meetings must be convened in accordance with the default procedure stipulated by law.
Notices of meetings must as a minimum show the following:
- the draft agenda for the meeting including the date and results of the previous meeting;
- for listed companies:
- the precise date and location of the general meeting;
- a clear and precise description of the procedures to be followed by the shareholders in order to participate in and vote at the meeting;
- if applicable, the date and procedure for registering in advance;
- the addresses (postal and website) and procedures for obtaining all the draft resolutions and documents relating to the meeting.
Annual general meeting
A notice of an ordinary annual general meeting (French, Word, 47 Kb) should specifically include the following points:
- submission of the reports of the board of directors and the auditors or registered auditors (réviseur d'entreprises);
- approval of the annual accounts and allocation of the results;
- discharge of the board of directors (and the auditor, if applicable);
- statutory appointments.
For this type of meeting, the following documents must be attached to the invitation sent to named shareholders:
- the annual financial statements;
- the list of:
- administrators (directors);
- members of the management board and supervisory board;
- internal auditors or approved statutory auditors, or;
- the management board;
- the observations of the supervisory board;
- the report of the board of directors;
- the report of the internal or statutory auditor;
- the list of shareholders who have not paid-up their shares including:
- their number of shares;
- their home address;
- the list of:
- public funds;
- shares;
- bonds;
- the other company stock in the shareholder's portfolio;
- the coordinated document with the proposed amendments and the draft coordinated articles of association, in the event of an amendment to the articles of association.
8 days before the general meeting, each shareholder is entitled to a free copy of:
- the annual financial statements;
- the internal auditor's or approved statutory auditor's report;
- the management report;
- the observations of the supervisory board.
The attendance list must be established for each general meeting.
Where all the shares are registered, the company can limit the invitations to registered mail sent at least 8 days before the meeting.
It should be noted that in this case, the company does not have to publish the notice of meeting:
- in the electronic compendium of companies and associations (RESA); or
- in a Luxembourg newspaper.
Extraordinary general meeting
Depending on the purpose of the intended amendment to the articles of association, the notice of an extraordinary general meeting must, as applicable, include:
- the proposed amendments to the articles of association;
- the text of amendments relating to the objective or form of the company;
- in the event of a capital increase or authorisation for a capital increase, any proposal:
- to limit or cancel preferential subscription rights;
- or to authorise the board of directors or the management board to do so;
In both these cases, the board of directors or the management board must prepare a report providing a detailed justification (including the proposed issue price).
- in the event of a reduction in share capital:
- the purpose of the reduction;
- and the manner in which it will be carried out.
Second extraordinary general meeting
In the event of convening a second extraordinary general meeting owing to an insufficient quorum at the first meeting involving the same agenda, notice of the meeting must include:
- the same agenda as the corresponding first meeting;
- as well as the date and the outcome of the previous meeting which did not achieve a sufficient quorum.
The attendance list must be established for each general meeting.
Notice of meetings of unlisted companies
The notice periods for convening general meetings may be freely increased by the articles but cannot be reduced. They depend on the type of meeting involved.
Ordinary or extraordinary general meeting
For unlisted public limited companies, the body which convenes the meeting must:
- have notices of general meetings published at least 15 days before the general meeting:
- in the electronic compendium of companies and associations, and previously lodge the notice with the trade and companies register (RCS);
- in a newspaper published in Luxembourg;
- and send invitation letters to shareholders registered by name 8 days before the meeting.
If all the shares are registered shares, the notices of meetings must be sent by registered mail only, 8 days prior to the meeting at the latest.
In this case, the notices do not need to be published in the electronic compendium of companies and associations or in a Luxembourg newspaper.
Second extraordinary general meeting
In the event of convening a second extraordinary general meeting owing to an insufficient quorum at the first meeting involving the same agenda, notice of the meeting will be made in the statutory forms by advertising the notice 15 days before the meeting at the latest:
- in the electronic compendium of companies and associations, and previously lodge the notice with the trade and companies register (RCS);
- and in a newspaper in Luxembourg.
One or more shareholders of an unlisted company together holding at least 10% of the share capital can request the inclusion of one or more new points on the agenda of any general meeting.
This request is to be sent to the registered office by registered letter at least 5 days before the meeting is held.
Notice of meetings of listed companies
The notice periods for convening general meetings may be freely increased by the articles but cannot be reduced. They depend on the type of meeting involved.
Ordinary or extraordinary general meeting
For public limited companies listed on the stock exchange, the body which convenes the meeting must:
- have notices of general meetings published at least 30 days before the meeting:
- in the electronic compendium of companies and associations, and previously lodge the notice with the trade and companies register (RCS);
- in a daily newspaper published in the Grand Duchy of Luxembourg;
- and in easily accessible media with a view to efficient distribution throughout the European Economic Area;
- and send invitation letters at least 30 days before the meeting.
- to shareholders registered by name;
- to the directors;
- to members of the management board and supervisory board;
- and to the approved statutory auditors.
Where all the shares are registered, invitations can only be made by registered mail at least 30 days before the meeting.
Second extraordinary general meeting
In the event of convening a second extraordinary general meeting owing to insufficient quorum at the first meeting involving the same agenda, invitations must be made at least 17 days before the meeting.
One or more shareholders of a listed company together holding at least 5% of the share capital can request the inclusion of one or more new points on the agenda of any general meeting.
This request is to be sent to the registered office by registered letter or email at least 21 days before the meeting is held.
Publication at the electronic compendium of companies and associations
Notices for general meetings must be lodged with the trade and companies register (RCS) for publication purposes in the electronic compendium of companies and associations (RESA), making sure that the dates on which the publication must be made available are indicated.
Once the request to publish the convocation is accepted by the Luxembourg Business Registers (LBR), the applicant will receive a receipt in electronic format.
Where all the shares are registered, the company does not need to publish the notice of a general meeting in the electronic compendium of companies and associations.
Online services and forms
Downloadable forms
Online services
Who to contact
Luxembourg Business Registers
-
Luxembourg Business Registers (LBR)
- Address:
- Luxembourg
-
Luxembourg Business Registers (LBR) Luxembourg Office
- Address:
-
31, Avenue de la Gare
L-1611
Luxembourg
Luxembourg
L-2961 Luxembourg
- Phone:
- (+352) 26 42 81
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://www.lbr.lu
Closed ⋅ Opens tomorrow à 9h00
- Monday:
- 9h00 à 12h00, 13h30 à 16h00
- Tuesday:
- 9h00 à 12h00, 13h30 à 16h00
- Wednesday:
- 9h00 à 12h00, 13h30 à 16h00
- Thursday:
- 9h00 à 12h00, 13h30 à 16h00
- Friday:
- 9h00 à 12h00, 13h30 à 16h00
- Saturday:
- Closed
- Sunday:
- Closed
Monday-Friday from 9.00 to 12.00 and from 13.30 to 16.00 /Registration helpdesk only by appointment. -
Luxembourg Business Registers (LBR) Diekirch Office
- Address:
-
Bei der Aaler Kirch - Place Joseph Bech
L-9211
Diekirch
Luxembourg
B.P. 20 / L-9201
- Phone:
- (+352) 26 42 81
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://lbr.lu
Only on Monday by appointment.
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Related procedures and links
Procedures
Links
Legal references
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Loi modifiée du 10 août 1915
concernant les sociétés commerciales
-
Loi du 6 avril 2013
relative aux titres dématérialisés
-
Loi modifiée du 24 mai 2011
concernant l'exercice de certains droits des actionnaires aux assemblées générales de sociétés cotées
-
Loi du 27 mai 2016
modifiant, en vue de réformer le régime de publication légale relatif aux sociétés et associations, - la loi modifiée du 19 décembre 2002
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Loi modifiée du 19 décembre 2002
concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises
