Fundamentals of Luxembourg Law for Company Secretaries (M1 S6 CoSec Cert)
Due to the current situation this session will be delivered online. Detailed program for the participants is available on request.
Our next face to face session will start in September. Registrations are open and the sessions are already published on this website.
The module will cover the key points of Luxembourg law, plus related practice, that every Company Secretary should know. The module will include various case studies, which bring the content to life in a practical context.
Principal sources of law, regulation and contractual constraints applicable to Luxembourg companies
Overview / comparison of different types of Luxembourg companies
Incorporating a Luxembourg company:
The key steps
Articles of incorporation and incorporation deed
Case study: Sample articles of incorporation and incorporation deed to work through
Initial board meeting post-incorporation, including ratification of pre-incorporation activities
Preparation of company books, including share register
Overseeing of publications formalities
Case study: Template step plan / checklist for incorporation
Nationality: the concept of place of effective management and central administration
Domiciliation of Luxembourg companies
Introduction to basic compliance requirements
Letterhead & other official papers
Case study: Preparing and lodging a filing with the RCS
The main organs and stakeholders (i.e., board, shareholders, employees, creditors, and auditors)
The role, duties and potential liabilities of the Company Secretary
Introduction to the role, duties and potential liabilities of the Board
Introduction to financing of companies (i.e., equity & debt financing, guarantees & security)
Common transactions: acquisitions, disposals, mergers, refinancings, migrations and reorganisations
Winding up and dissolution
Case study: Template step plan / checklist for voluntary liquidation
When things go wrong (e.g., breach of law, bankruptcy, regulatory fines and litigation), and how to mitigate the risk
Q&A / Wrap up
Benefits of the Program
On successful completion of this module, participants will be able to:
Identify the key stakeholders, and understand the role and potential liability of a Company Secretary;
Understand some key concepts, notably related to the different types of Luxembourg companies, and the main events, which occur during the life of a Luxembourg company;
Incorporate a Luxembourg company; and,
Liquidate a Luxembourg company.
Board support personnel, such as current and aspiring Company Secretaries as well as Corporate Officers, including Law Professionals, who support and advise the Board of Directors and Managers, and willing to increase their understanding of corporate governance concepts.