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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
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