On 7 May 2020, the Luxembourg Parliament adopted a new law extending certain deadlines during the crisis as provided for in various financial sector laws (the Law). The Law was published in the Luxembourg Official Gazette on 12 May 2020 and entered into force on the same day.
To help companies facing difficulties in meeting their filing obligations because of the current pandemic and lockdown situation, the Luxembourg legislator has decided to temporarily suspend certain statutory deadlines. This follows guidance issued by the European Securities and Markets Authority (ESMA), the EU’s securities markets regulator, on financial reporting deadlines in light of coronavirus (COVID-19) and following other extensions of certain reporting deadlines for regulated entities decided by Luxembourg’s financial supervisory authority, Commission de Surveillance du Secteur Financier (the CSSF), covered in more detail in a previous CMS publication.
The Law introduces a three-month extension of certain deadlines for various obligations relating to filings and disclosure of periodic accounts and reports applicable to the following Luxembourg undertakings in the financial sector:Type of entities
3-month extension deadline for the following periodic accounts and reports obligationsCredit institutions Filing of annual accounts and related reports with the Luxembourg Recueil électronique des sociétés et associations (the RESA) Insurance and reinsurance companies Filing of annual accounts and related reports with the RESA
Securitisation vehiclesPublication of annual and semi-annual reports SICARs, except those managed by an authorised AIFM Publication of the annual report and the independent auditor’s report for investors SEPCAVs and ASSEPs Preparation of annual accounts and related reports SIFs, except those managed by an authorised AIFM Publication of the annual report for investors Part II UCIs Publication of the semi-annual report
The extension only applies to the above periodic accounts and reports if they were not due to be filed and published before the state of emergency was declared, i.e. 18 March 2020, and provided they relate to a financial year ending before the state of emergency ends (i.e. 24 June 2020).
The Law must be read in conjunction with another law adopted by the Luxembourg Parliament on 12 May 2020 that introduced some temporary measures relating particularly to accounting and filing requirements for Luxembourg commercial companies (the Law 2). Therefore, unregulated investment funds, not covered by the Law, but falling within the scope of title II of the Luxembourg law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings, as amended, will also benefit from a three-month extension for, in particular, filing and publishing annual accounts pursuant to the Law 2.
In short, the Law 2 provides for:
- a three-month extension for approving, filing and publishing annual accounts and consolidated accounts (as applicable), along with related reports; and
- a suspension during the same period of all criminal sanctions for management bodies for late submission of shareholder approval and/or late filing with the Luxembourg Trade and Companies Register and late publication.