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Annual General Meetings (AGMs) are central to corporate transparency and governance. In Luxembourg, the legal framework for AGMs changes depending on the company’s legal form. This article explains the AGM requirements for S.à r.l., S.A., and SCSp entities, highlighting essential deadlines, decision rules, and compliance duties.
Private Limited Liability Company (Société à Responsabilité Limitée – S.à r.l.)
Meetings
Whether an S.à r.l. must hold an AGM depends on the number of shareholders.
Companies with 60 or fewer shareholders do not need to hold a general meeting unless they wish to amend the articles of incorporation.
If the company has more than 60 shareholders, it must hold a meeting within six months after the financial year-end to approve the annual accounts. This rule ensures timely approval and transparency.
Quorum
Shareholders approve decisions with a majority representing over half of the share capital, unless the articles provide another rule.
If the first meeting lacks quorum, the directors may call a second meeting, during which shareholders can approve resolutions by a simple majority of votes cast.
Filing and Audit
Companies must approve annual accounts within six months after the year-end and file them with the Trade Register within one month of approval.
An S.à r.l. with more than 60 shareholders must appoint an internal auditor. If the company exceeds two of the following thresholds, it must also appoint an external auditor:
- Total balance sheet above €4.4 million
- Net turnover above €8.8 million
- Average of 50 employees
Key Compliance Notes
Missing filing deadlines can result in fines from €500 to €25,000. Therefore, companies should plan meeting dates carefully and ensure documents reach the register on time.
Public Limited Liability Company (Société Anonyme – S.A.)
Meetings
Every S.A. must hold an AGM within six months after the financial year-end to approve the annual accounts.
During the meeting, shareholders elect a chairperson, a secretary, and a scrutineer. These roles maintain order, record minutes, and verify voting accuracy. The process promotes clear oversight and compliance.
Quorum
Ordinary resolutions pass when a majority of votes cast support them, provided the majority of shareholders are present or represented.
For amending the articles of association, at least half of the share capital must attend or be represented, and two-thirds of votes cast must favour the change.
Any increase in shareholders’ commitments requires unanimous approval, ensuring full consent for new obligations.
Filing and Audit
The company must file approved financial statements with the Trade Register within one month after the AGM.
If the S.A. meets or exceeds two of the following thresholds, it must appoint an external auditor:
- Balance sheet total above €4.4 million
- Net turnover above €8.8 million
- Average of 50 employees
Key Compliance Notes
Notices must include the agenda, the results of prior meetings, and all supporting materials such as financial statements and management reports.
The company should send invitations to shareholders at least eight days before the meeting, ideally by registered mail for named shareholders. This approach ensures proper notice and fairness.
Special Limited Partnership (Société en Commandite Spéciale – SCSp)
Meetings
An SCSp enjoys greater flexibility, as the law does not require annual meetings. Instead, the partnership agreement determines if and when partners must convene. This allows structures to adapt their governance to the partnership’s nature and size.
Quorum
Partners usually make decisions by a majority of votes cast.
However, major structural changes, such as amending the partnership agreement, need approval from three-quarters of the partnership interests. This rule ensures key decisions gain wide support.
Filing and Audit
An SCSp must maintain accurate records even though it is not subject to mandatory AGMs.
Where applicable, the entity must file its financial information or undergo audits if the structure qualifies as a regulated investment vehicle. Unregulated SCSps follow the rules stated in their agreements.
Key Compliance Notes
Even though meetings are optional, partners should record all major decisions to maintain transparency and legal certainty.
What’s next?
Managing an Annual General Meeting in Luxembourg demands precision and proactive compliance. For deeper insights into how AGMs operate across Europe, explore our article Ready For The AGM In Romania? Your Ultimate Checklist!
Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses seeking streamlined governance and operational agility can take the following actions:
- Request a Demo – See Klea’s new register integrations in action.
- Start a Trial – Experience how automation simplifies access to company data and reduces manual work.
- Talk to Our Experts – Receive personalised guidance on optimising your entity management processes.
Company secretarial software solutions play an essential role in today’s organisations, ensuring structured governance, consistent compliance, and reliable legal data. With Klea, companies can maintain efficiency, transparency, and control across all entities.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.