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FEDERAL RESERVE BANK
OF DALLAS

Dallas, Texas, May 16, 1941

LUXEMBURG DECREE-LAWS OF FEBRUARY 28, 1940,
AND FEBRUARY 5, 1941

To all Banking Institutions, and Others Concerned,
in the Eleventh Federal Reserve District:
At the request of the Secretary of the Treasury, 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 transla­
tions, certified by the Luxemburg Minister, of Luxemburg Decreelaws 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 Febru­
ary 5, 1941, which were enclosed with the foregoing communica­
tions.
Additional copies of the enclosed pamphlet will be furnished upon
request.
Yours very truly,
R. R. GILBERT

President

This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org)

Luxemburg Decree-laws of February 2 8 , 1 9 4 0,
and February 5, 1 941.

This pamphlet contains copies of the following:
Letter dated April 22, 1941, from the Secretary o f State to
the Secretary of the Treasury, enclosing copies of a note dated
A pril 8,1941, from the Luxemburg Minister and its enclosures.
The note dated A pril 8, 1941, from the Luxemburg Minister
to the Secretary o f 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 o f organization, a copy of which
note was enclosed with the letter from the Secretary of State.
The English translations, certified by the Luxemburg Minis­
ter, o f the Luxemburg Decree-laws of February 28, 1940, and
February 5, 1941, which were enclosed with the foregoing com­
munications.

Copy of Letter to the Secretary of the Treasury.
a d d r e s s o f f ic ia l c o m m u n ic a t io n s t o

TH E SE C R E T A R Y O F STATE

WASHINGTON, D. C.

^SE A L

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 A pril 8, 1941 from the Luxemburg
Minister and enclosures (copies in translation o f the Luxemburg decree-laws o f February
28, 1940 and February 5, 1941, respectively).
The G-overnment of the United States continues to recognize as the Government o f
the Grand Duchy of Luxemburg, the Luxemburg Government which is temporarily re­
siding 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 o f 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 o f Luxemburg would be grateful if copies o f 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,
F or the Secretary of State:
(Signed)

A. A.

B

erle,

J r.

A d olf A. Berle, Jr.
Assistant Secretary
The Honorable
Henry Morgenthau, Jr.,
Secretary o f the Treasury.

Enclosures:
1. From Minister of
Luxemburg, no. 1,
April 8, 1941.
2. Decree-law, Febru­
ary 28, 1940.
3. Decree-law, Febru­
ary 5,1941.

Copy o f Note from the Luxem burg M inister to the Secretary o f State.

LEG ATIO N LIT GRAND-DUCHE
DE LUXEM BOURG
W ASHINGTON, 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 Depart­
ment o f State.
Upon instruction of my Government, I now have the honor to certify to Your Excell­
ency:
1) That the above-mentioned Decree-laws c f February 28, 1940 and February 5, 1941
were and are the valid and binding acts of the Government o f Luxembourg, that such De­
cree-laws were duly published in the “ M emorial” , 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 follow­
ing legal consequences, among others:
(a) The powers o f all officers and directors o f Luxembourg companies who are resid­
ing 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 instruc­
tions 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 o f powers is also applicable to the officers and directors re­
siding 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 com­
munications o f 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 o f the Decree-law o f Febru­
ary 28, 1940 as amended by the Decree-law of February 5, 1941.
(b) The directors or managers o f Luxembourg companies who are residing outside
o f 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 o f such companies, can exercise, even though the quorum requir­
ed by the by-laws is not present, the powers attributed by the law or the by-laws o f such
companies to administrative agencies o f such companies. The authority o f 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, particu­
lar attention is invited to the provisions of Articles 6_a and 6_b o f the Decree-law o f Febru­
ary 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 appro­
priate 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 o f 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.
H

The Honorable
The Secretary o f State,
Washington.

ugues

L

e

G a u l a is

CO PY

MEMORIAL
OF

OF

THE

GRAND

DUCHY

LUXEMBOURG

Saturday, March 2, 1940

No. 12

GRAND DUCAL D E C R E E OF F E B R U A R Y 28, 1940 CONCERNING
TH E A D M IN ISTR A TIO N OF COM M ERCIAL SO C IE TIE S IN TIM E
OF W A R

W e Charlotte, by the Grace of God Grand Duchess of Luxembourg, Duchess of
Nassau, etc. etc. etc
In view o f the laws of September 28, 1938 and August 29, 1939, concerning the exten­
sion o f executive power
In view of article 27 o f the law of January 16, 1866 concerning the organization of
the Council of State, and considering that a state o f urgency exists:
Upon the report o f our Minister o f Justice and upon deliberation o f the Government
in Council:
H A V E D ECR EE D AND DO D E C R E E :
Article 1. The registered office of all Luxembourg commercial companies, may, with­
out the com pany’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 o f managers.
The decision must, as soon as possible, be declared in the Register of Commerce and
be published in the special annexes of the M EM ORIAL. I f 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 o f necessity, it is permissible to waive all the provisions determin­
ing the manner of convocation o f the general assembly, o f the board o f directors, o f the
board of managers, of the board o f receivers and the board o f auditors, and also the place
of meeting.
Article 3. In case that, by reason o f 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.
I f the assembly cannot be convoked because o f 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 o f 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 o f 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
o f 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 he automatically continued for a duration
terminating six months after the present decree-law has ceased to he in force.
However, if prior to the expiration of the period so continued, the general assembly
should decide upon a new extension o f 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 o f the decision o f 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 M EM O RIAL and shall remain in force until a Grand-Ducal Decree
disposes o f it otherwise, and at the latest up to the time of the cessation o f the inter­
national conflict, stated in the ministerial decree of September 5, 1939.
Article 9.
decree.

Our Minister o f Justice is charged with the execution of the present

Luxembourg, February 28, 1940
CH AR LO TTE
The Minister o f Justice:
Rene Blum
I, the undersigned, Hugues Le Gallais, Luxembourg Minister at Washington, hereby
certify that the above is a true translation o f the official text in the French language of
the Luxembourg Decree-law o f February 28, 1940, published in the “ M emorial” of
March 2, 1940.
W ASHINGTON, A pril 8, 1941
H

ugues

L

e

G a l l a is

C O P Y

GRAND DUCAL D E C R E E OF F E B R U A R Y 5, 1941 COM PLETING TH E D E ­
CREE

OF F E B R U A R Y 28, 1940 CONCERNING TH E

A D M IN ISTR A TIO N

OF

COM M ERCIAL AND HOLDING COM PANIES IN TIM E OF W A R

W e CH ARLO TTE, by the grace of God Grand Duchess o f Luxembourg, Duchess
of Nassau, etc. etc. etc.
In view of the laws of September 28, 1938 and of August 29, 1939 concerning the ex­
tension of executive power:
In view of Our decree of February 28, 1940 concerning the administration of com­
mercial companies in time of w ar:
In view of article 27 o f the law of January 16, 1866 concerning the organization
of the Council of State and considering that a state o f urgency exists:
Upon the report and after deliberation o f the Government in Council:
H A V E D ECR EE D AND DO D E C R E E :
Article 1. Article 6 of the Grand Ducal decree of February 28, 1940 is replaced
by the following text:
“ The Powers of the General Assembly, o f the Directors, in general o f 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 o f this part o f the territory are concerned. ’ ’
Article 2. The above mentioned decree o f 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 o f
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 o f 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. F or the application of the present decree, there are considered as ter­
ritories 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 o f the present
decree which will become valid on February 5, 1941. The validity of the dispositions under
article 1 is, however, fixed as o f May 9,1940.
Until its publication in the Memorial, the text o f the present decree will be posted
up during thirty consecutive days at least at Our Legation in Washington, D. C.
Montreal, February 5, 1941
CH AR LO TTE

The Prime Minister,
President o f the Government,
Minister o f Finance,
P

ie r r e

D

ie r r e

K

J

oseph

B

ech

upong

The Minister o f Labor,
P

The Minister of Foreign Affairs,

r ie r

The Minister of Justice,
V

ic t o r

B

od so n

I, the undersigned, Hugues Le Gallais, Luxembourg Minister at Washington, hereby
certify that the above is a true translation o f the official text in the French language of
the Luxembourg Decree-law o f February 5, 1941, published in the “ Memorial” o f
February 15, 1941.
W ASH IN GTON , A pril 8, 1941
H

ughes

Le

G a l l a is

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