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

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