Bill n°7989 amending the law of September 2, 2011 regulating access to the professions of craftsman, trader, industrialist and certain liberal professions (the “2011 Law”), was adopted yesterday, 20 July 2023, by the Luxembourg Parliament. The dispense with the second vote was approved by the State Council today.
The reform modernizes the right of establishment in the Grand Duchy of Luxembourg in order to create a modern legal framework that will stimulate entrepreneurship.
The key amendments to the 2011 Law to achieve this objective are the following.
Principle of new chance after bankruptcy
The right to start a new business with a new business license following bankruptcy is facilitated if such bankruptcy is proved to be directly due to a natural disaster, an unintentional destruction of the place of production or of the production tool, a loss of a prominent client, a large-scale public works project, a partial or total work incapacity, a pandemic or a loss of profitability following a major market disruption (in the latter case, only if the bankruptcy was declared on admission). This is in line with the discharge of debts mechanism available to natural persons who qualify as traders and who have been declared bankrupt (future article 536-3 and following of the Luxembourg Commercial Code), to be introduced by Bill of Law n°6539A, adopted by the Luxembourg Parliament on July 19, 2023.
Amendment of the requirements relating to the holder of the business license
It is no longer necessary for the holder of the license to be a partner, shareholder or employee of the company. The holder of the business license will now be considered to have a real link with the enterprise by (i) being the owner of the business if he/she carries out his/her activity in his/her own name or (ii) being registered with the Luxembourg Trade and Companies Register as representative of the company operating the enterprise. Finally, it is worth noting that the 2011 Law will now explicitly require the holder of the license to be physically present in the premises to effectively ensure the day-to-day management of the enterprise on an ongoing basis.
Additional requirements for the delivery of a new business license following a change of business license holder, to enhance the protection of any new holder
A new business license will now only be delivered to the new holder if the company (i) does not have excessive public debts, (ii) is up to date with all tax returns as well as (iii) with the filing and publication obligations with the Luxembourg Trade and Companies Register and the Register of Beneficial Owners.
Simplification of administrative procedures
Any changes made to the data entered with the Luxembourg Trade and Companies Register in respect of a company the activity of which requires a business license shall be exchanged with the Ministry of Economy, in charge of delivering the business licenses, upon request of the Minister and at least once a week.
Simplification of the access to certain craft professions
The qualification requirement is abolished for the creative craft activities listed in the new Annex 3 of the 2011 Law, as amended. This includes, for instance, tattooers, cab and car rental companies, photographers, designers, ...
Dematerialisation
The business license will now be issued by online transmission only via a dedicated exchange portal, and will also be available for public consultation online. In addition, a two-dimensional barcode will be assigned to each business license.
Any holder of a business license at the time of entry into force of Bill n°7989 will have a period of two year as from 1st September 2023 to comply with the provisions set out in articles 8ter to 10 of the 2011 Law, as amended.
