Luxembourg: Contracts and Commercial Law

Luxembourg has introduced a new law allowing founders of private limited liability companies (SARLs) to defer the cash payment of the EUR 12,000 minimum share capital for up to 12 months following incorporation. This legislative change addresses the practical challenge of opening bank accounts before incorporation, enabling businesses to launch quickly without immediate funding requirements while maintaining statutory minimum capital safeguards.

CMS Luxembourg presents a Corporate Law Spotlight webinar examining the intricacies of loan agreements under Luxembourg law. Senior Associate Sarah Lemaire and Managing Associate Caroline Sculteur provide dual perspectives from tax and corporate practice areas, addressing critical drafting standards and recent judicial developments that impact loan documentation.

Luxembourg's new law allows SARLs to defer payment of the minimum €12,000 share capital for up to 12 months after incorporation, removing a significant barrier to rapid entity formation. The reform introduces governance safeguards including suspended voting rights for unpaid shares and annual disclosure requirements, while maintaining the minimum capital threshold and full subscription requirements.

The EU Commission introduced targeted solutions to support companies, global stakeholders, third countries and Member States to ensure smooth implementation of the EU Deforestation Regulation (EUDR).

The High Court has recently handed down a further interesting decision in relation to the "service out" jurisdictional gateways in CPR 6.33(2B).

On 10 September 2024, the Court of Justice of the European Union upheld the €2.4 billion fine imposed on Google by the European Commission for abusing its dominant position through self-referencing in its Google Shopping service.

La loi du 21 avril 1928 sur les associations et les fondations sans but lucratif est maintenant abrogée, remplacée par la toute nouvelle loi du 7 août 2023 sur les associations sans but lucratif et les fondations.

Sustainability is a crucial asset for modern businesses, with 56% of European consumers being influenced by environmental factors to varying degrees when purchasing goods and services.

The life of a company is not always a smooth ride. The "affectio societatis" (i.e. the willingness of the partners to work together) of the first few months can sometimes...