Amendment of the bearer shares regime in Luxembourg

On 28 July 2014, Luxembourg adopted a new law on the immobilisation of bearer shares (the “Law”) in line with the recommendations of the Financial Action Task Force (FATF) and the Global Forum on Transparency and Exchange of Information for Tax Purposes relating to the identification of holders of bearer shares and units. The Law was published in the Luxembourg Mémorial A, Recueil de Législation, on August 14, 2014 and entered into force on August 18, 2014.


The Law applies to Luxembourg public limited liability companies (“sociétés anonymes”), partnerships limited by shares (“sociétés en commandite par actions”) and other investment vehicles (such as SICAV, SICAR, SIF…) that have issued or intend to issue bearer shares or units.

The Law notably provides for the obligation for issuing companies to deposit the bearer shares or units with a depositary established in Luxembourg which shall be appointed by the management body within 6 months of the entering into force of the Law. The depositary shall keep a register of the bearer shares or units containing the necessary information to identify the holders.


Voting and financial rights attached to bearer shares or units which have not been deposited with the designated depositary within 6 months after the entry into force of the Law will be automatically suspended until their deposit. Bearer shares or units which are not deposited within 18 months of the entering into force of the Law shall be cancelled and a corresponding reduction of share capital shall be resolved upon.

FATCA Agreement signed between Luxembourg and the United States of America

On 28 March 2014, the Luxembourg Minister of Finance and the U.S. Ambassador to Luxembourg signed the FATCA (Foreign Account Tax Compliance Act) Model 1 intergovernmental agreement (IGA).


The FATCA Model 1 IGA will implement the automatic exchange of information between Luxembourg and U.S. tax authorities on assets held with financial institutions in Luxembourg by U.S. citizens and residents of the U.S.


The agreement will be submitted to the Luxembourg Chamber of Deputies for approval and allow financial institutions to comply promptly with the applicable registration requirements according to the procedure defined by the IRS (Internal Revenue Service).