Mandatory Immobilisation Of Bearer Shares And Units

As per our previous article dated 2014 in relation to the law dated July 28th 2014 on the immobilisation of shares and corporate units in bearer form and the keeping of the register of shareholders of registered shares and of bearer shares (the Law), this shall be a concise reminder about main provisions contained in the Law and the impact of the transitory provisions therein.

Who is concerned?

The Law applies to Luxembourg public limited liability companies (société anonyme), corporate partnership limited by shares (société en commandite par actions), European companies (société européenne) and FCPs (each refered hereafter to as an Issuer).

Please note that the Law does not provide for any exemption for listed companies, which consequently must apply the rules provided under the Law in case of issuance of bearer shares or corporate units.

Issuer's obligation?

The management bodies of an Issuer falling under the scope of the Law must appoint a depositary amongst the limitative list, provided therein, of authorised persons to act as depositary, which are all subject to strict anti-money laundering regulations.

Who are the authorised depositary?

The depositary cannot be shareholder of the Issuer and must be established in Luxembourg. May only be appointed as despositary in compliance with the Law, the following persons:

credit institutions (établissements de crédit); asset manager (gérants de fortune); distributors of units/parts in UCIs (distributeurs de parts d'OPC); specialised professionals from the financial sector approved as Family Office, corporate domiciliation agents (domiciliataires de sociétés), professionals providing company formation and management services (professionnels effectuant des services de constitution ou de gestion des sociétés); registrar agents (agents teneurs de registre), or as professional custodians of financial instruments (dépositaires professsionels d'instruments financiers); lawyers registered on lists I and IV at the Luxembourg Bar; notaries; statutory auditors (réviseurs d'entreprises) and approved statuary auditors (réviseurs d'entreprises agréés); and charted accountants (experts-comptables). Obligation of the authorised depositary?

The depositary will maintain a register where the ownership of bearer shares or corporate units will be recorded. Such register must contain information concerning the bearer shareholders or corporate unitholders, for instance, their identity, the indication of the number of...