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.
In short
The governance of a Luxembourg company organises the allocation of powers between bodies, the holding of general meetings, agreements between the company and its directors, and the prevention of conflicts between partners. Clear governance avoids deadlocks and secures decisions. Cerno Law Firm designs and supports it.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
Corporate governance in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | Announced fees. Fixed fee or recurring support. |
| Indicative timing | Advice provided quickly; meetings and decisions follow their own timetable. |
| Documents required |
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| Deliverables |
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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.
Corporate governance in Luxembourg: when should you call on the firm?
You want clear governance and secure decisions.
Grey areas between shareholders and bodies create disputes.
What happens if you do nothing?
Deadlock at a meeting, challengeable decisions, an unregulated conflict of interest, abuse of majority or minority.
An irregular decision can be set aside.
How does the firm step in?
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.
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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.
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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 4,7/5
- 81 Google reviewsRead reviews
Expertise & 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 French and English
Testimonials
What our clients say
Selected excerpts from public reviews. Consult the Google listing for all ratings and comments; a testimonial does not guarantee a legal outcome.
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.F. P.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.N. W.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.T.They talk about us
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