General Meeting in Luxembourg: Procedure and Minute Templates
Mickaël LOC
Corporate Lawyer ·
General Meeting in Luxembourg: Procedure and Minute Templates
The general meeting of shareholders is the supreme decision-making body in Luxembourg companies. It meets at least once a year to approve the accounts, allocate earnings and discharge the managers or directors. Specific rules on notice, quorum and majority apply depending on the type of meeting and the legal form.
Types of meetings and notice
The annual general meeting (AGM) is held each year within 6 months of the financial year-end, at the date, time and place set by the articles of association. The extraordinary general meeting (EGM) is convened for any amendment of the articles (change of registered office, capital increase, dissolution). The notice must state the agenda, date, time and place. For SARLs, notice is given by registered letter at least 8 days in advance. For SAs, publication in the RESA (Electronic Gazette of Companies and Associations) and in a Luxembourg newspaper is required at least 15 days in advance (30 days for listed companies).
Quorum and majorities
| Type | SARL | SA |
|---|---|---|
| AGM · Quorum | None | None (unless stated in articles) |
| AGM · Majority | 50% + 1 of capital | Simple majority of votes |
| EGM · Quorum | 50% of capital (1st notice) | 50% of capital |
| EGM · Majority | 75% of capital | 2/3 of votes cast |
| Unanimous decision | Change of nationality | Change of nationality, increase of commitments |
Minutes and formalities
Each meeting gives rise to minutes (PV) that must be signed by the bureau (chair, secretary, scrutineer for SAs) or by all shareholders present (SARL with fewer than 60 shareholders). The minutes record the resolutions adopted, voting results, and shareholders' remarks. Resolutions amending the articles must be passed by notarial deed and published in the RESA. The register of meeting minutes must be kept at the registered office throughout the life of the company and for 5 years after its dissolution.
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