LUXEMBOURG Law and Practice Contributed by: Claire-Marie Darnand, Victorien Hémery, Johan Léonard and Benjamin Marthoz, Stibbe
holder of all unlimited shares in the partner - ship. In order to mitigate any unlimited liability risks, such a general partner will usually be incorporated under the form of a private lim - ited liability company. Even if a limited partner may be a member of the management board, it is strictly prohibited from carrying out any management acts towards third parties. • The supervision of the company must be entrusted to at least three supervisory audi - tors ( commissaires aux comptes ), who will form a supervisory board unless an approved statutory auditor ( réviseur d’entreprises agréé ) has been appointed. Private Limited Liability Company Private limited liability companies are more flexible and allow for tailor-made governance regimes, making this company form the most popular investment vehicle for real estate. The management of a private limited liability company will be carried out by one or more managers, who will be appointed by the general meeting or by the sole shareholder for a limited or unlimited period of time. The managers have the widest powers to achieve corporate objec - tives and may take any action necessary in rela - tion thereto, with the exception of those tasks reserved by law or the articles of association for the general meeting. The general meeting of the shareholders will enjoy certain reserved powers similar to those of the general meeting of a public limited liability company. The supervision of the company must be entrusted to a supervisory board comprising one or more supervisory auditors only where the company has more than 60 shareholders
and no approved statutory auditor ( réviseur d’entreprises agréé ) has been appointed. Common and Special Limited Partnerships The governance regime of both partnerships is characterised by an extremely high level of con - tractual freedom, making it a popular company form for real estate investments. The management of each partnership will be entrusted to one or several managers, who do not need to be general partners. Limited partners may be members of the management body but cannot take any management action towards third parties without jeopardising their limited liability. In practice, as for the partnership limited by shares, the management will be entrusted to a private limited liability company that will act as general (unlimited) partner. Matters that necessarily fall within the compe - tence of the general meeting of the partners include: • amendments to the corporate object of the partnership; • a change of the nationality of the partnership; • the conversion or liquidation of the partner - ship; and • the approval of the annual accounts, as appli - cable. Such a list may be freely supplemented in the partnership agreement. Specific Governance Rules Applicable to Companies Listed on the Luxembourg Stock Exchange Such companies must further comply with the specific governance rules enshrined in the X Principles of Corporate Governance of the Lux - embourg Stock Exchange (eg, the establishment
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