A draft law (n°7968) was published on 15 February 2022. The purpose is to implement Directive 2019/1151 as regards the use of digital tools and processes in company law (the “Directive”).
The initiative of the Directive follows the European Commission’s Communication of 6 May 2015, where it was emphasizes that « any incorporated company should be able to expand its cross-border operations online and become pan-European within 1 month”.
The purpose of the Directive is:
- the online incorporation of certain companies,
- online registration of branches,
- online filing of documents and information by companies and branches,
- better exchange of information via the Business Registry Interconnection System (BRIS)
- better access to information on companies and branches (including expanding the amount of information and documents available for free).
In Luxembourg, the online incorporation will be made possible for public limited liability companies (SA), private limited liability companies (SARL) and partnerships limited by shares (SCA). The Directive allowed Member States to limit the possibility for online incorporation to private limited liability companies (SARLs) only, but Luxembourg did not make use of this possibility and has allowed a wider range of companies available for the online incorporation.
The setting-up of these companies will continue to require the involvement of a notary, but the new provisions will foresee the possibility to pass notarial deeds electronically and without the obligation to physically appear in front of the notary in Luxembourg.
The implementation of the Directive will require an amendment of the Civil Code, the Luxembourg Company Law of 1915, the Law of the Register of Commerce of 2002 and the Law of 1976 on the organisation of the profession of notary.
The draft law is expected to be passed before 1 August 2022.
