Trade And Companies Register Reform

The legal publications regime concerning companies and associations in Luxembourg has been amended by the Law of 27 May 2016, published on 30 May 2016(1).
The main purpose of the reform is to implement a new central electronic platform of publication for companies in Luxembourg. A new registration obligation is also provided for mutual funds ("FCP" or Fonds Commun de Placement)(2).

The new publication regime entered into force on 1 June 2016.

New electronic platform of publication

The Mémorial C, Recueil des Sociétés et Associations (the Luxembourg official gazette), which was the previous official newspaper for publications is replaced by a central electronic platform called Recueil électronique des sociétés et associations (“RESA”).

The RESA is integrated into the website of the RCS. In a similar way to the procedure previously in place with the Mémorial, the documents to be published in the RESA must first be filed electronically with the RCS.

  • Date of publication

The date of publication corresponds in principle, to the date of filing of the documents with the validation by the RCS.
However, in case of abundant requests, a more flexible timeframe of three working days is given to the RCS for the processing and publication.
Subject to certain conditions, it is also possible to choose a specific date for the publication.

  • Fees for late deposit of annual and consolidate accounts

The fee to be paid for depositing annual and consolidated accounts is fixed at 19 euros. If these accounts are not filed within the legal deadline, the following increased fees will apply as from 1 January 2017:

  • 50 euros, if the deposit is made in the eighth month following the closing date of the financial year;
  • 200 euros, if the deposit is made between the ninth and the eleventh month following the closing date of financial year; and
  • 500 euros, if the deposit is made from the twelfth month following the closing date of the financial year.

An exception is provided for savings-pension associations and savings-pension companies with variable capital, special limited partnership (SCSp), non-profitmaking association (asbl), foundations and agricultural associations. These entities are not subject to late filing fees.

New obligations for FCPs

Any new FCP established in Luxembourg after 1 June 2016 will have to request an RCS number, regardless of the fact that they are managed by a Luxembourg or foreign management company.
However, a six-month transition period is provided for existing FCPs, starting from 1 June 2016.

(1) In this respect, the Registre de Commerce et des Sociétés (“RCS”) has also issued a circular giving an overview of the main points (Circular 16/01 dated 24 March 2016).
(2) In the past, only investment funds incorporated in the form of a company where subject to the obligation to be filed with the Trade and Companies Register.