Law Of 10 August 1915 On Commercial Companies (In Force As From 16 January 2017)

LEGISLATION RELATING TO COMMERCIAL COMPANIES TRANSLATED BY PHILIPPE HOSS

Law of 10 August 1915 on commercial companies Extracts of the Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings Law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies Extracts of the Civil Code and the Criminal Code regarding companies in force as at 16 January 2017

With selected notes and references to EU sources

* This translation published on 20 January 2017 takes into account the Law of 23 July 2016 creating the société à responsabilité limitée simplifiée (simplified private limited company) which entered into force on 16 January 2017, and the Law of 23 July 2016 regarding the publication of non-financial information and information on diversity by certain major companies and certain groups, which will apply from the financial years starting on or after 1 January 2017.

CAVEAT

The reader's attention is drawn to the transitional provisions of the Law of 10 August 10 2016 which was published on 19 August 2016 and entered into force on 23 August 2016:

1) Previously incorporated companies must adapt their articles of incorporation to the provisions of this law within a time period of twenty-four months from its entry into force. In the meantime, these companies shall remain governed by the previous legal provisions and regulations.

Resolutions adopting the articles shall be passed in such a manner and shall be subject to such publications as required for amending the articles of association.

Notwithstanding the foregoing, where the adjustment of the articles of incorporation is solely required because they refer to a provision which has been abrogated or renumbered as a result of the present law, the management body shall be empowered to make...