We use cookies to distinguish you from other users and to provide you with a better experience on our websites. Close this message to accept cookies or find out how to manage your cookie settings.
We use cookies to distinguish you from other users and to provide you with a better experience on our websites. Close this message to accept cookies or find out how to manage your cookie settings.
Published online by Cambridge University Press: 21 November 2019
SUMMARY
Luxembourg law applying to the limited company (SàRL) does not appear to be particularly focused on the protection of the company's creditors even though one may not say that this protection appears to be significantly neglected. Most policy choices made in Luxembourg gravitate around the promotion of the SàRL as a flexible investment vehicle where the protection of the majority shareholder(s)/investor(s) would be adequately met.
As a consequence the law applying to the Luxembourg SàRL continues to be rooted in a rather conservative minimum capital requirement the amount of which does not appear to be a disturbing factor for investors and a recent company law reform focused on opening up financing techniques and tools rather than on a significant increase of creditor protection.
KEYWORDS
Private limited liability company; Luxembourg; Creditor Protection
INTRODUCTION AND CONTEXT
LUXEMBOURG COMPANY LAW
The provisions of Luxembourg's company law are to be found (marginally) in the Civil Code (Articles 1832–1873), applicable only when they are not derogated from by the Law of 10 August 1915, relating to commercial companies (LCC) as subsequently modified.
In December 2017, the numbering of all the articles of the LCC was modernized/changed. In the following contribution we shall refer to the new numbering followed by the old numbering (“ex”) as, of course, all previous descriptions of Luxembourg company law refer to the LCC's old numbering.
INITIALLY (1915) LUXEMBOURG's LCC WAS ALMOST ENTIRELY COPIED FROM BELGIAN LAW
Belgian law remains a source of reference for company law practitioners in Luxembourg. Considering the fact that Luxembourg is an international financial centre attracting investors mainly based in other jurisdictions, other legal systems do exercise some influence on Luxembourg company law as well, such as the French, Swiss, Anglo-American and German ones. However, more specifically relating to the private company (or limited liability company, SàRL), Belgian law's influence was always quite limited as this company form was introduced in Luxembourg in 1933 (French law was then used as a reference), namely before it became part of the Belgian company law system in 1935.
To save this book to your Kindle, first ensure no-reply@cambridge.org is added to your Approved Personal Document E-mail List under your Personal Document Settings on the Manage Your Content and Devices page of your Amazon account. Then enter the ‘name’ part of your Kindle email address below. Find out more about saving to your Kindle.
Note you can select to save to either the @free.kindle.com or @kindle.com variations. ‘@free.kindle.com’ emails are free but can only be saved to your device when it is connected to wi-fi. ‘@kindle.com’ emails can be delivered even when you are not connected to wi-fi, but note that service fees apply.
Find out more about the Kindle Personal Document Service.
To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Dropbox.
To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.
