Fundamentals of Luxembourg Law for Company Secretaries (M1/S3 CoSec Cert)

1. Introduction
2. Agenda
3. Speakers

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.

Day 1

• Introduction

• 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

• Q&A / Wrap up

Day 2

• 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

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.