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FEDERAL RESERVE BANK
OF NEW YORK

f Circular No. 2 2 1 1 ~\
L May 12,1941 J

Luxemburg Decree-laws of February 28, 1940,
and February 5, 1941.

To all Banking Institutions, and Others Concerned,
in the Second Federal Reserve District:

We enclose, printed in a separate pamphlet, copies of the following:
Letter dated April 22, 1941, from the Secretary of State to the Secretary
of the Treasury, enclosing copies of a note dated April 8, 1941, from the
Luxemburg Minister and its enclosures.
The note dated April 8, 1941, from the Luxemburg Minister to the Secretary of State, relating to and enclosing English translations, certified by the
Luxemburg Minister, of Luxemburg Decree-laws of February 28, 1940, and
February 5, 1941, relating to the administration in time of war of commercial
companies or entities having a commercial form of organization, a copy of which
note was enclosed with the letter from the Secretary of State.
The English translations, certified by the Luxemburg Minister, of the
Luxemburg Decree-laws of February 28,1940, and February 5,1941, which were
enclosed with the foregoing communications.
We have been requested by the Treasury Department to furnish copies of the foregoing
to all interested banks or other interested parties, for their information. Accordingly, we are
issuing this circular and enclosing copies of such letters and translations of Decree-laws, for
the information of such banks and other parties as may be interested.
Additional copies of this circular and the enclosed pamphlet will be furnished to interested
parties upon request.




ALLAN SPROUL,

President.

N

Luxemburg Decree-laws of February 28, 1940,
and February 5, 1941.

This pamphlet contains copies of the following:
Letter dated April 22, 1941, from the Secretary of State to
the Secretary of the Treasury, enclosing copies of a note dated
April 8,1941, from the Luxemburg Minister and its enclosures.
The note dated April 8, 1941, from the Luxemburg Minister
to the Secretary of State, relating to and enclosing English
translations, certified by the Luxemburg Minister, of Luxemburg
Decree-laws of February 28, 1940, and February 5, 1941, relating
to the administration in time of war of commercial companies or
entities having a commercial form of organization, a copy of which
note was enclosed with the letter from the Secretary of State.
The English translations, certified by the Luxemburg Minister, of the Luxemburg Decree-laws of February 28, 1940, and
February 5, 1941, which were enclosed with the foregoing communications.




Copy of Letter to the Secretary of the Treasury.
ADDRESS OFFICIAL COMMUNICATIONS TO
T H E SECRETARY O F STATE
WASHINGTON, D. C

DEPARTMENT OF STATE
WASHINGTON

In reply refer to
Eu 850A. 5034/5

April 22,1941

My dear Mr. Secretary:
There are enclosed herewith copies of a note dated April 8, 1941 from the Luxemburg
Minister and enclosures (copies in translation of the Luxemburg decree-laws of February
28, 1940 and February 5, 1941, respectively).
The Government of the United States continues to recognize as the Government of
the Grand Duchy of Luxemburg, the Luxemburg Government which is temporarily residing and exercising its functions in Montreal, Canada, and continues to recognize
Mr. Hugues Le Gallais as the duly accredited Minister Extraordinary and Plenipotentiary
of Luxemburg to the United States.
The Department of State has taken official cognizance of the above-mentioned decreelaws which have been transmitted to the Department of State by the duly accredited
Luxemburg Minister.
The Minister of Luxemburg would be grateful if copies of this letter and enclosures
could be transmitted to the Federal Reserve Banks with the request that such documents
in appropriate form be brought to the attention of interested persons and institutions
in the United States.
Sincerely yours,
For the Secretary of State:
(Signed) A. A. BERLE, JR.
Adolf A. Berle, Jr.
Assistant Secretary
The Honorable
Henry Morgenthau, Jr.,
Secretary of the Treasury.
Enclosures:
1. From Minister of
Luxemburg, no. 1,
April 8, 1941.
2. Decree-law, February 28, 1940.
3. Decree-law, February 5,1941.



Copy of Note from the Luxemburg Minister to the Secretary of State.
LEGATION DU GKAND-DUCHE
DE LUXEMBOUEG
WASHINGTON, D. C.
April 8, 1941
Note No. 1
Sir:
I have the honor to enclose copies of two Luxembourg Decree-laws of February 28,
1940 and February 5, 1941 respectively, relating to the administration in time of war of
commercial companies or entities having a commercial form of organization. Copies of
an English translation of these two legislative acts are transmitted herewith to the Department of State.
Upon instruction of my Government, I now have the honor to certify to Your Excellency :
1) That the above-mentioned Decree-laws of February 28, 1940 and February 5, 1941
were and are the valid and binding acts of the Government of Luxembourg, that such Decree-laws were duly published in the "Memorial", official publication of the Government
of Luxembourg, on March 2, 1940 and on February 15, 1941 respectively, and are now in
full force and effect as the law of Luxembourg.
2) That the Decree-laws of February 28, 1940 and February 5, 1941 have the following legal consequences, among others:
(a) The powers of all officers and directors of Luxembourg companies who are residing in Luxembourg are suspended with respect to all property, affairs and officers of such
companies outside of Luxembourg. Under the law of Luxembourg all orders and instructions emanating from such persons with respect to the property, affairs and officers of
such companies outside of Luxembourg are null and void.
The foregoing suspension of powers is also applicable to the officers and directors residing in Luxembourg, who temporarily leave Luxembourg for the purpose of issuing
orders and instructions, and also to officers and directors residing in a territory, the communications of which are controlled by an enemy power. In this connection, particular
attention is invited to the provisions of Articles 6, 6_b, and 6_c of the Decree-law of February 28, 1940 as amended by the Decree-law of February 5, 1941.
(b) The directors or managers of Luxembourg companies who are residing outside
of territories occupied or controlled by enemy powers or other persons so residing whose
signatures have the same value or may be affixed under the same circumstances as those
of directors or managers of such companies, can exercise, even though the quorum required by the by-laws is not present, the powers attributed by the law or the by-laws of such
companies to administrative agencies of such companies. The authority of such directors
or managers or other persons cannot be affected in any way by directors or stockholders
residing in territories occupied or controlled by enemy powers. In this connection, particular attention is invited to the provisions of Articles 6_a and 6_b of the Decree-law of February 28, 1940 as amended by the Decree-law of February 5, 1941.
I shall be grateful if Your Excellency will furnish a copy of this note to the appropriate authorities of the United States Government and if they will take any steps deemed
necessary to bring the contents of the Decree-laws of February 28, 1940 and February 5,
1941 to the attention of interested persons and institutions in the United States.
I avail myself, Sir, of this occasion, to renew to Your Excellency, the assurances of
my highest consideration.
HUGUES LE GALLAIS

The Honorable
The Secretary of State,
Washington.



COPY
MEMORIAL OF THE GRAND DUCHY
OF LUXEMBOURG
Saturday, March 2, 1940

No. 12

GRAND DUCAL DECREE OF FEBRUARY 28, 1940 CONCERNING
THE ADMINISTRATION OF COMMERCIAL SOCIETIES IN TIME
OF WAR
We Charlotte, by the Grace of God Grand Duchess of Luxembourg, Duchess of
Nassau, etc. etc. etc
In view of the laws of September 28, 1938 and August 29, 1939, concerning the extension of executive power
In view of article 27 of the law of January 16, 1866 concerning the organization of
the Council of State, and considering that a state of urgency exists:
Upon the report of our Minister of Justice and upon deliberation of the Government
in Council:

HAVE DECREED AND DO DECREE:
Article 1. The registered office of all Luxembourg commercial companies, may, without the company's losing its nationality, be transferred provisionally to any place other
than the one determined in the company charter, even to a foreign country, merely by a
decision of the organ charged with the administration of the company, board of directors,
manager, or board of managers.
The decision must, as soon as possible, be declared in the Register of Commerce and
be published in the special annexes of the MEMORIAL. If this should prove impossible,
sufficient publications about this decision must be made in two newspapers published in
the country where the new registered office will be established.
Article 2. In case of necessity, it is permissible to waive all the provisions determining the manner of convocation of the general assembly, of the board of directors, of the
board of managers, of the board of receivers and the board of auditors, and also the place
of meeting.
Article 3. In case that, by reason of circumstances, the assembly of the partners
or stockholders cannot be held at the time established in the by-laws, the mandates of the
directors, managers and auditors which have expired are automatically extended until
such time as the said assembly can be held.
Article 4. The general assembly, may, at any time, delegate its powers to the board
of directors, or to the managers, except in so far as relates to amendments of the by-laws.
If the assembly cannot be convoked because of circumstances of force majeure, the
persons to whom the by-laws confer the power to administer the company may ex-officio
exercise the powers mentioned in the first paragraph of the present article.



All this is subject to the general assembly's approving the action of the directors,
managers and auditors, as soon as circumstances permit it to assemble again in a normal
manner.
Article 5. The board of directors, the managers and the board of receivers may,
for the contingency of evacuation or occupation of a part of the territory delegate to
one or several persons chosen from their membership or otherwise, powers going beyond
the current management of the affairs of the company.
Article 6. The powers of the general assembly, of the directors and in general of all
those who by any title have the right to dispose of the property or the rights of the
company, are suspended whenever such assembly meets or such persons reside in a part
of the territory occupied by a foreign power and when property or rights outside this
part of the territory before occupation are concerned.
Article 7. Companies, the term of which would expire during the occupation of
Luxembourg territory by a foreign power shall be automatically continued for a duration
terminating six months after the present decree-law has ceased to be in force.
However, if prior to the expiration of the period so continued, the general assembly
should decide upon a new extension of the term of the company, the latter may not exceed
thirty years counting from the day when the extension provided for in the present article
shall have begun.
Fees due in connection with the extension shall be based on the taxable elements'
existing at the time of the decision of the assembly who decided the extension.
Article 8. The provisions of this decree-law shall become effective on the date of
its publication in the MEMORIAL and shall remain in force until a Grand-Ducal Decree
disposes of it otherwise, and at the latest up to the time of the cessation of the international conflict, stated in the ministerial decree of September 5, 1939.
Article 9. Our Minister of Justice is charged with the execution of the present
decree.
Luxembourg, February 28, 1940
CHARLOTTE
The Minister of Justice:
Rene Blum
I, the undersigned, Hugues Le Gallais, Luxembourg Minister at Washington, hereby
certify that the above is a true translation of the official text in the French language of
the Luxembourg Decree-law of February 28, 1940, published in the "Memorial" of
March 2, 1940.




WASHINGTON, April 8, 1941
HUGUES LE GALLAIS

COPY

GRAND DUCAL DECREE OF FEBRUARY 5, 1941 COMPLETING THE DECREE OF FEBRUARY 28, 1940 CONCERNING THE ADMINISTRATION OF
COMMERCIAL AND HOLDING COMPANIES IN TIME OF WAR

We CHARLOTTE, by the grace of God Grand Duchess of Luxembourg, Duchess
of Nassau, etc. etc. etc.
In view of the laws of September 28, 1938 and of August 29, 1939 concerning the extension of executive power:
In view of Our decree of February 28, 1940 concerning the administration of commercial companies in time of war:
In view of article 27 of the law of January 16, 1866 concerning the organization
of the Council of State and considering that a state of urgency exists:
Upon the report and after deliberation of the Government in Council:
HAVE DECREED AND DO DECREE:
Article 1. Article 6 of the Grand Ducal decree of February 28, 1940 is replaced
by the following text:

J-

"The Powers of the General Assembly, of the Directors, in general of all
those who by any title have the right to dispose of the property or the rights of
the company, are suspended whenever such assembly meets or such persons
reside in a part of the territory occupied by an enemy power and when property,
rights or persons outside of this part of the territory are concerned."
Article 2. The above mentioned decree of February 28, 1940 is completed by the
following dispositions which constitute articles 6 a, 6 b, 6 c.
Article 6 a. Directors, managers, or any other person whose signature, in the name
of the Company, has the same authority and may be affixed in the same cases as that of
the directors and managers, residing outside territories occupied by an enemy power may
exercise the powers attributed by the law and the by-laws to the administrative organ of
the company with a view of providing for the management of the property and rights
thereof and, when circumstances require, the firm's activity outside the said territories.
These powers may be exercised even if the quorums required by the by-laws are not
secured.
Article 6 b. These persons are considered as residing outside territories occupied
by an enemy power, who have lived outside such territories since at least May 1, 1940.
Residence must be actual and continuous.
Exemptions may be granted by Our Minister of Justice.
Article 6 c. For the application of the present decree, there are considered as territories occupied by an enemy power, the countries of which the communications are
controlled by Germany and her allies.



>«-

Article 3. Our Minister of Justice is charged with the execution of the present
decree which will become valid on February 5, 1941. The validity of the dispositions under
article 1 is, however, fixed as of May 9,1940.
Until its publication in the Memorial, the text of the present decree will be posted
up during thirty consecutive days at least at Our Legation in Washington, D. 0.
Montreal, February 5, 1941
CHAELOTTE
The Prime Minister,
President of the Government,
Minister of Finance,

The Minister of Foreign Affairs,
JOSEPH BECH

PIERRE DUPONG

The Minister of Labor,
PIERRE KRIER

The Minister of Justice,
VICTOR BODSON

I, the undersigned, Hugues Le Gallais, Luxembourg Minister at Washington, hereby
certify that the above is a true translation of the official text in the French language of
the Luxembourg Decree-law of February 5, 1941, published in the "Memorial" of
February 15, 1941.




WASHINGTON, April 8, 1941
HUGUES LE GALLAIS


Federal Reserve Bank of St. Louis, One Federal Reserve Bank Plaza, St. Louis, MO 63102