26 - Luxembourg

Summary

Introduction

The Grand Duchy of Luxembourg was one of the very first countries to be provided with rules on mergers with the law of 7 September 1987. Such mergers were however limited to domestic mergers between Luxembourg public limited liability companies (société anonyme). Two years after having partially implemented the Cross-border Merger Directive by two laws dated 23 March 2007 (the ‘Merger Laws’) allowing the absorption of a foreign company by a Luxembourg company, the Luxembourg Parliament has fully implemented the Cross-border Merger Directive by the law of 10 June 2009 (the ‘Law’) into the Luxembourg law on commercial companies of 10 August 1915 (the ‘Company Law’).

Scope

The scope of the Law is broader than the Cross-border Merger Directive itself. The Law permits mergers between a Luxembourg company with legal personality, i.e., commercial companies: public limited-liability companies (société anonyme) (SA), partnerships limited by shares (société en commandite par actions) (SCA) and European companies (SE), in addition to cooperatives (société cooperative), private limited-liability companies (société à responsabilité limitée) (SARL) and European cooperative societies (SCE), civil companies and economic groupings (groupement d’intéret économique).