Compliance & governance
Corporate governance in Luxembourg
Governance organises how a Luxembourg company operates: the allocation of powers between bodies, the holding of general meetings, agreements between the company and its officers, and the prevention of disputes between shareholders. Clear governance avoids deadlocks and secures decisions. The firm designs it and makes it work.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
Many disputes between shareholders arise from imprecise governance: who decides what, by what majority, and how do you break a deadlock?
Cerno Law Firm structures governance (articles, shareholders agreement, internal rules) and assists the bodies day to day as well as in the event of a conflict.
The need
You want clear governance and secure decisions.
Grey areas between shareholders and bodies create disputes.
The risk
Deadlock at a meeting, challengeable decisions, an unregulated conflict of interest, abuse of majority or minority.
An irregular decision can be set aside.
How we help
Organisation of the bodies and the majorities, holding of the meetings, framework for regulated agreements, deadlock breaking mechanisms.
Alignment of the articles and the shareholders agreement.
Practice areas
When to call on the firm
- Hold compliant general meetings.
- Frame an agreement between the company and an officer.
- Prevent and resolve a dispute between shareholders.
- Secure majorities and strategic decisions.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Articles of association and shareholders agreement
- • Agenda and draft resolutions
- • Record of past decisions where applicable
Deliverables
- • Governance framework
- • Documentation of the meetings
- • Anti deadlock mechanisms
Indicative timing
Advice provided quickly; meetings and decisions follow their own timetable.
Announced fees
Fixed fee or recurring support.
A law firm, supported by digital tools
Cerno is a law firm admitted to the Luxembourg Bar; its digital tools only simplify information gathering, qualification of the matter and tracking of requests, never replacing the lawyer's advice.
FAQ
Frequently asked questions
Which decisions fall within the general meeting?
The most important decisions (accounts, amendments to the articles, appointments, distributions) fall within the meeting, according to majority rules that the articles set out.
What is a regulated agreement?
An agreement between the company and an officer or shareholder, subject to a disclosure or approval procedure to prevent conflicts of interest.
How can a deadlock between shareholders be avoided?
By providing in the articles or the shareholders agreement for deadlock breaking mechanisms (mediation, forced buyout, exit clauses). The firm puts them in place.
Member of
Affiliations & réseaux professionnels
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Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
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Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
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The firm referenced and cited
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Let’s talk about your matter
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