The Law of 27 May 2016 reforming the legal publication regime relating to companies and associations, comes into force on 1 June 2016, together with the Grand-Ducal Regulation of 27 May 2016 and the Ministerial Regulation of 27 May 2016.
In this regard, the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“RCSL”) issued a circular on 10 March 2016 (circular RCSL 16/01) which clarifies the main amendments of the reform.
This reform is the last step towards modernisation of the RCSL which started in 2003 and aims at significantly reducing the administrative burdens for legal publications in Luxembourg.
RESA REPLACES MÉMORIAL C
Mémorial C is replaced by an electronic centralised platform for official publications about companies and associations called “RESA” (Recueil Electronique des Sociétés et Associations) as from 1 June 2016.
All publications (including annual accounts and coordinated articles of association) are available for consultation, free of charge, via the RCSL website.
Nevertheless, all documents filed with the RCSL before 1 June 2016 will still be published on Mémorial C.
Moreover, all archives published on Mémorial C remain available for consultation via the RCSL website.
ONE SINGLE FORMAT FOR PUBLICATION
All deposits are standardised and the respect of format PDF/A text is mandatory.
SHORTER TIMING FOR PUBLICATION
As a principle, the date of publication is the date of filing of the documents with the RCS.
The applicants are allowed to determine a precise date of publication, which may not exceed 15 days as from the filing date.
Concerning the convening notices for general meetings of shareholders, the applicants have to file them with the RCSL before being published on RESA and have to indicate 1 or 2 dates, as the case may be, on which they will need to be published.
NEW REGISTRATION OBLIGATIONS FOR THE LUXEMBOURG FCPS
All Luxembourg FCPs (fonds communs de placement) have to be registered with the RCS via RESA, regardless of the location of their management companies.
FCPs created before 1 June 2016 have 6 months as from 1 June 2016 to comply with this new requirement (i.e. the registration must take place at the latest on 30 November 2016).
The relevant registration process is explained by the RCSL in its brochure relating to the FCPs.
INCREASE OF COSTS FOR LATE FILING OF ANNUAL ACCOUNTS
As from 1 January 2017, in case of late filing of the annual accounts or consolidated accounts, late filing fees will be applied as follows:
- As from the 8th month after the closing of the financial year: EUR 50
- Between the 9th and 11th month after the closing of the financial year: EUR 200
- As from the 12th month after the closing of the financial year: EUR 500
Pension savings associations and pension savings companies with variable capital for which the deposit account is optional, special limited partnerships, non-profit associations and foundations and agricultural associations are exempted of late filing fees.