Conversion of warrants or convertible loans into share capital

When a company increases its share capital by conversion of warrants or convertible loans, a notary must determine in a public notary deed:

  • the conversion and subscription,
  • the related increase of share capital and
  • the number of new shares issued.

The board of directors appoints the notary and prepares the list of the conversions requested or of the warrants exercised. This list must be certified by the Authorised Statutory Auditor (Réviseur d’Entreprises agréé) in accordance with Article 26-1 of the Company Law. The Authorised Statutory Auditor shall be appointed by the Board of Directors or the Executive Board, as appropriate. The report shall be filed in accordance with Article 9 (1) of the Company Law.


Sophie Mitchell

Sophie Mitchell

Partner | Audit & Assurance Leader

Sophie, a Luxembourg "Réviseur d'Entreprises Agréé", is audit partner in the Luxembourg office with over 22 years of experience. Sophie is the audit business leader in the Luxembourg office since 2011... More