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Under the Act of August 10 2016 modernising the Company Law 1915 (which entered into force on August 23 2016) Luxembourg law now officially recognises that companies can be wound up by means of a simplified procedure. This is an unquestionably useful tool which will further enhance Luxembourg's business-friendly reputation.

Pursuant to Article 141 of the Company Law 1915 on commercial companies, as amended by the new act and Article 1865bis of the Civil Code, a company with a sole shareholder can be dissolved without liquidation pursuant to a resolution adopted by the shareholder. In such cases, all of the company's assets and liabilities will be transferred to the shareholder by operation of law. Creditors will have 30 days from the date on which the decision to wind up is published to petition the district court president for additional security.

This new means of winding up is a faster and cheaper alternative for single shareholder companies to the traditional three-step liquidation procedure, which required three shareholder meetings and the appointment of a liquidator and an auditor. Although a simplified procedure had previously existed in notarial practice, it lacked a clear legal basis.

In practice, the new procedure requires the issuance of three certificates by various administrative bodies in order to ascertain that the company is in compliance with its obligations regarding the payment of taxes and social security contributions.














November  2018



An unfortunate experience with SARS South Africa -

The High Court (Gauteng Division, Pretoria) recently found that the South African Revenue Service (SARS) erred in its finding that the applicant had failed to pay certain amounts of value added tax and incorrectly levied penalties and interest. On the facts, it appeared that the applicant had made payment as required, and that SARS had incorrectly allocated the amount paid. As such, the court granted an order to the effect that SARS must pay interest on the amounts paid by the applicant under protest...read more

Luxembourg. Modernisation of Company Law: new act recognises simplified winding-up procedure.

Following the recent enactment of the act modernising the Company Law 1915, Luxembourg law now officially recognises the possibility for companies to be wound up by means of a simplified procedure. Although a simplified procedure had previously existed in notarial practice, it lacked a clear legal basis. The new procedure is an unquestionably useful tool which will further enhance Luxembourg'sbusiness friendly.......read more

United Kingdom

Dividends, directors' duties and transactions defrauding creditors

A recent High Court case provides useful guidance on the requirement that directors take into account the contingent and prospective liabilities of the company when forming their opinions on its solvency. It is also the first English case to hold that dividends may be liable to challenge as a transaction defrauding creditors. It will be interesting to see where a change of position defence is available to a person entering into such a transaction ..read more

Reforms to taxation of non-UK domiciled individuals

The government recently published long-awaited draft legislation for the reform of the taxation of non-UK domiciled individuals. It includes provisions to bring into the scope of inheritance tax UK residential property held by non-domiciliaries through offshore companies and other entities, together with provisions introducing new deemed domicile rules for long-term UK residents and individuals born in the United Kingdom with a UK domicile of origin........ read more..

China- CFDA solicits comments on pharmaceutical GCPs

The China Food and Drug Administration (CFDA) recently proposed the most comprehensive revisions of the pharmaceutical good clinical practices (GCPs) in 13 years, which are open for public comment until January 31 2017...read more..


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