LUXEMBOURG Law and Practice Contributed by: Philipp Mössner, Anna Lindner, Chara Papagiannidi and Maria Gusinski, GSK Stockmann SA
registered or dematerialised form. However, bearer shares must be held by an authorised depositary. Luxembourg corporate law offers flexibility in terms of the types and classes of shares a company may issue. For example, companies can opt to issue: • preferred shares granting preferred liquidation, dividend and/or voting rights; • tracking shares granting rights with respect to cer- tain assets of the company only; • non-voting shares; and • redeemable shares. Rights Attached to Shares Generally, the rights attached to shares include the right to: • receive dividends; • attend and vote at general meetings of the com- pany; • receive certain company information, such as annual financial reports; and • receive distribution and liquidation proceeds in connection with the liquidation or winding-up of the company. Basis of Shareholder Rights Shareholder rights are set out in the company’s arti- cles of association or, in the case of partnerships, in the limited partnership agreement. Certain statutory shareholder rights derive from the Luxembourg law of 10 August 1915 on commercial companies, as amended (LSC), or, where applicable, from the Lux- embourg law of 24 May 2011 relating to the exercise of certain shareholder rights in general meetings of listed companies, as amended (Shareholder Rights Law). 1.4 Variation of Shareholders’ Rights Commercial Company Types Unless the shareholders’ rights in question are consid- ered mandatory by law, they can be varied by means of resolutions of the general meeting of shareholders amending the articles of association. In an S.à r.l., a majority of at least three quarters of the share capital is required for such amendment, unless
the articles of association lower this majority to more than half of the share capital. Such majority decrease is debatable based on relevant doctrine, but is com- mon practice in Luxembourg. In an SA, a majority of two thirds of the votes validly cast is required. In addition, a quorum of at least one half of the share capital must be present at the meet- ing. If such quorum is not reached, a second meet- ing may be convened where no such quorum will be necessary, but the majority requirement remains unchanged. Partnerships In the case of limited partnerships, decisions in rela- tion to the object, the nationality, the legal form or the liquidation of the partnership require the consent of three quarters of the partnership interests and of all unlimited partners. For other matters, the limited part- nership agreement can freely govern the approval and majority requirements of the partners. It is possible to stipulate that certain rights of the limited partners can be varied by decision of the general partner only. 1.5 Minimum Share Capital Requirements Commercial Company Types The minimum share capital of the S.à r.l., which is the most common limited liability company type used in Luxembourg, amounts to EUR12,000 (or the equiva- lent in other currencies). The minimum share capital of the SA and SCA amounts to EUR30,000. For specific fund types and regulated companies, a higher share capital may be required, irrespective of the company type used. Partnerships There is no minimum share capital requirement for the SCS or SCSp. 1.6 Minimum Number of Shareholders No minimum number of shareholders is required for the company types listed in 1.1 Types of Company . However, partnerships like the SCS and SCSp shall have at least one general partner and at least one lim- ited partner, who are legally distinct from each other. Shareholders may but are not required to be residents in the jurisdiction of the Grand Duchy of Luxembourg.
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