A few months ago I wrote an article announcing an upcoming ammendment to the "dematerialized securities" law of the Grand Duchy of Luxembourg in order to allow the issuance of securities on blockchains.
Meanwhile, the "Bill 7637" has been adopted in the plenary of the "Chambre des Députés" (Parliament) and has been promulgated by the Grand Duc on 22nd of January 2021 hence becoming known as the "Law of 22nd of January 2021".
In Luxembourg Courts it is the French version which is authoritative, hence if you do not read French, all you can find in English is legal commentary. However a friend of mine asked for an English version. Therefore I publish here the English translation, for what is worth, being understood that you should not rely on this translation in Court.
Disclaimer: "Not a lawyer / Not your lawyer"
Law of January 22, 2021 amending :
1°the amended law of 5 April 1993 on the financial sector ;
2°the law of 6 April 2013 on dematerialized securities.
We Henri, Grand Duke of Luxembourg, Duke of Nassau,
Our Council of State heard;
With the consent of the Chamber of Deputies;
Having regard to the decision of the Chamber of Deputies of 21 January 2021 and that of the Council of State of 22 January 2021, that there is no need for a second vote;
Have ordered and ordain:
Art. 1
.
Following Article 1(1) of the Dematerialized Securities Act of April 6, 2013, a point 1bis) is inserted, which reads as follows:
"1bis) "issuance account": account held with a settlement institution or a central account keeper in which the dematerialized securities of an issuer must be exclusively registered. registered. This account may be maintained and entries of securities may be made into it within or through secure electronic recording devices, including distributed electronic registers or distributed electronic databases;".
Section 2.
The following is added to Article 1 of the same law is supplemented by a new paragraph 2, which reads as follows:
"The following shall be considered as central account holders within the meaning of this law, for unlisted debt securities as referred to in paragraph 1, item 11), letter (b), the investment undertakings referred to in Article 1, item 9) of the law of 5 April 1993 on the financial sector, as amended, and the credit institutions referred to in Article 1, item 12) of that law.
These investment firms and credit institutions have control and security mechanisms for the computer systems adapted to the keeping of central accounts allowing the recording in an issuance account of all the securities of each issue admitted to their operations, to ensure the circulation of securities by transfer from one account to another, to verify that the total amount of each issue admitted to their operations and registered in an issuance account is equal to the sum of the securities registered in the securities accounts of their account holders and the exercise of the rights attached to the securities registered in the securities account. "
Art. 3.
In article 28-11, paragraph 2, of the amended law of 5 April 1993 on the financial sector, the words ", without prejudice to article 1, paragraph 2, of the said law," are inserted between the words "person" and "may not".
We hereby order that this law be published in the Official Journal of the Grand Duchy of Luxembourg to be executed and observed by all those concerned.
The Minister of Finance,
Pierre Gramegna
Palais de Luxembourg, 22 January 2021.
Henri
For a very interesting legal commentary, I invite you to read further on the Arendt & Medernach site (the biggest Luxembourg law firm)
