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.
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.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.