Bill on the use of digital tools in Luxembourg corporate law

On 15 February 2022, a bill of law n°7968 on the use of digital tools and processes in company law, transposing Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 (the Bill), was deposited with the Luxembourg Parliament with the intention to facilitate notarial processes and tools in the national company law by allowing the use of digital tools to enact notarial deeds in electronic form.

The aim of the Bill is to amend and modernise the Civil Code, the law of 9 December 1976 on the organisation of the profession of notary, the law of 19 December 2002 on the Trade and Companies Register as well as accounting and annual accounts of companies and, consequently, the law of 10 August 1915 on commercial companies, as amended.

Therefore, the Bill will provide for the possibility:

• To incorporate Luxembourg public limited liability companies (S.A.), private limited liability companies (S.à r.l.) and corporate partnerships limited by shares (S.C.A.) via authentic deeds signed in electronic form.
• That all authentic instruments can be drawn up in electronic format under certain conditions. These amendments concern notarial deeds, civil state deeds as well as bailiffs deeds.
• For the shareholder’s or their representatives to sign authentic instruments through electronic, signature(s) without being physically present, by the use of a qualified electronic signature.
• To create an electronic exchange platform where the authentic deeds can be downloaded.
• To pay the share capital at incorporation or capital increase in cash and online through accounts established in a proper credit institution within an EU Member State, which means that the traditional blocking certificate issued by the company’s bank as evidence that the share capital has been paid will no longer be needed.

These new provisions will only concern the share capital that is paid in cash, whereas the notary will have the possibility to refuse to enact electronic deeds where the share capital is paid by contribution in kind.

Furthermore, all foreign branches of Luxembourg S.A., S.à r.l. and S.C.A. companies will have to be registered with the Luxembourg Trade and Companies Register according to the provisions of the Bill.

The Bill also aims at improving the exchange of information flow between the Member States respective business registers. The idea behind this is to apply the once-only principle. For example, where a company is formed in one Member State but has a branch in another Member State, it should be possible for the company to submit certain changes only to the register where the mother-company is registered, without the need to submit the same information to the register where the branch is registered.