Essential of Company Law

Upon successful completion of this course, the participant should be able to:

• Understand different legal forms, main advantages and disadvantages of certain Luxembourg commercial companies (SA, SARL, SCS/SCSp) and identify the most suitable legal form for the contemplated corporate project

• Understand main steps for the setting up a commercial company (SA, SARL, SCS/SCSp)

• Be acquainted with the main roles and liability of different players intervening through the duration of a company (SA, SARL, SCS/SCSp): directors, shareholders…

• Be acquainted and understand the key steps of life of a commercial company and their execution

• General characteristics of companies

• • Definition and objectives of a company

  • Legal framework of companies in Luxembourg

• Different legal forms of companies

  • Classification of companies

  • Selection criteria for the type of company: liability, open/closed capital, corporate governance...

  • Comparison of legal framework of the main forms of companies (SA, SARL, SCS/SCSp)

• Conditions for the establishment of the main forms of companies (SA, SARL, SCS/SCSp)

  • Formal requirements

  • Material requirements (contributions, profit participation, prior licenses…)

  • Drafting of the articles of association and process of incorporation in practice
    

• Status, role and liability of directors

  • Status of directors (appointment, powers, remuneration, revocation…)

  • Characteristics of delegation of the management powers

  • Conflicts of interest

  • Directors’ liability

• Powers and liability of shareholders

  • Rights and obligations of shareholders

  • Liability of shareholders

• Major events in the life of companies

  • Establishment and approval of annual accounts and distribution of profits

  • Amendment of articles of association

  • Transfer of securities

  • Operations concerning the subscribed capital

  • Dissolution - liquidation

Company founders (including start-ups) and managers, in-house lawyers and any other person willing to better understand key aspects of the Luxembourg company law.

At the end of the training, the participants will receive a certificate of participation delivered by the House of Training.