Corporate Law & Business Law
Management of SARL
The management directs and represents the SARL. Appointment, signatures, and corporate mandate: verify who can bind the Luxembourg company.
Lexicon
Corporate Law & Business Law
General meeting of partners
The general meeting allows partners to make decisions within their competence, notably on accounts or statutory modifications. Depending on the company and applicable rules, certain decisions can also be made by written consultation.
Preparation is not limited to the final minutes. Check the notices, transmitted documents, proxies, and the required majority for each resolution. An informal agreement between directors does not replace a decision of the partners when it is necessary. Keep signed versions and proof of consultation so that the decision can be understood and justified several years later.
The voting rule must be verified resolution by resolution. Approving accounts and amending statutes are not necessarily subject to the same conditions. If the company has a sole partner, they exercise the powers of the meeting: the absence of a meeting with others does not eliminate the decisions to be formalized.
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Corporate Law & Business Law
Company Articles of Association
The articles organize a company: activity, capital, management, and decisions. Understanding clauses to prepare and associated formalities.
Corporate Law & Business Law
Annual Accounts
Annual accounts must be prepared, approved, and then filed. Understand the schedule of a SARL and the proof of filing with the RCS.
Corporate Law & Business Law
Approval of a share transfer
Approval authorizes certain transfers of SARL shares. Majority, articles, and pre-emption: useful checks before a sale.