Implementation and scope

The Second Company Law Directive was transposed into Luxembourg law by the Luxembourg law of 24 April 1983. The amendments to the Directive introduced by Directive 92/101/EEC of 23 November 1992 were implemented by the Luxembourg law of 12 March 1998. The further amendments introduced by Directive 2006/68/EC of 6 September 2006 were implemented by the Luxembourg law of 10 June 2009.

The scope of the Second Company Law Directive is limited to public limited liability companies. In the case of Luxembourg, the coordination measures prescribed by this Directive shall apply to the société anonyme (“SA”). Under Luxembourg law, the rules set out under the Directive apply as well to the société en commandite par actions (“SCA”), to the extent that the provisions of the Luxembourg law of 10 August 1915 on commercial companies as amended from time to time (the “Law”) apply, but not as such to the société à responsabilité limitée (“SARL”).