Every Luxembourg company must establish and keep up to date a shareholders’ register which is part of the company’s corporate records kept at the company’s registered office and central place of management.
The amended Law of 10 August 1915 on commercial companies (the “Company Law”) does not foresee a specific form how a shareholders’ register has to be drawn up but only indicates key information to be given in the register (Article 430-3 of the Company Law).
It is important to note that the registration of a shareholder in the shareholders’ register is an obligation of the Luxembourg company but does not create ownership/shareholder’s rights, which are created by a legal act (i.e. SPA, issue and subscription or cancellation of shares at an EGM, etc.) being the reason of the registration.
Indeed, such registration constitutes the shareholder’s main instrument of proof of shareholder status vis-à-vis third parties and the company as well as proof of the number of shares owned and the payments made on the shares.
However, the registration does not constitute a conclusive presumption. Hence, a company or a third party could be able to prove that the registration is mistaken or the result of fraudulent misrepresentation.
However, as long as this proof is not provided, those whose names appear in the shareholders’ register can claim the status of shareholders. Proof against registration in the shareholders’ register can be done by any means.
Kaufhold & Reveillaud, Avocats assists you with any corporate formalities and related questions you may have. Please do not hesitate to contact us.
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