As from today, the Luxembourg legal publication regime is
modernised and simplified. This is the third and last step towards
the modernisation of the Luxembourg Trade and Companies Register
(RCS) initiated a few years ago, which clearly
optimizes a number of filing and publication procedures, which were
rightfully deemed sometimes cumbersome and lengthy.
A user friendly and efficient one-stop shop is now put in place
for legally required publications in Luxembourg, whose most salient
aspects are outlined below:
A new electronic platform (RESA) replaces the historic
The RESA is now live and available on the RCS website and
entails the end of the Mémorial C. The latter will
definitively disappear once all documents filed for publication
before 1 June 2016 will have been duly published (at the latest on
31 August 2016).
The RESA works as follows:
Publications are free of charge
(filing fees remain unchanged);
In principle, the publication date is
the filing date with the RCS. Applicants may however choose a
specific publication date, which may not exceed 15 days starting
from the filing date;
Convening notices for
shareholders' meetings must be filed with the RCS before being
published through the RESA. Helpfully, applicants can elect their
(respective) publication date(s) (within the limits set by the
Consultations on RESA of documents
from 2003 onwards are free of charge;
Such consultations can be made via
the new electronic publications system (journal des
publications électroniques) available on the RCS
website, which is generated daily and uploaded every calendar day
(including week-ends, public and bank holidays);
Automated cross filings to ensure
coherence of the data filed: a number of new filings attaching to a
company will now automatically be reflected in the records of its
relating entities registered at the RCS. It is therefore advised to
follow a chronological order for filings;
Certain publications, such as the
resignation of directors and auditors and the termination of the
domiciliation agreement, are now automatically generated by the RCS
upon filing by the applicant.
Although the Mémorial C is replaced by RESA, its
archives remain accessible via Légilux (through a link on
the RCS's website).
As a result, legal publications for commercial companies are
automated, faster and cheaper, delivering a modern, efficient
FCPs managed by a Manco must now be registered with the
This new obligation for Luxembourg fonds commun de
placement (FCP) means that:
FCPs (regardless the location of
their Manco) must now be registered with the RCS through the
Their registration form and
management regulations (règlement de gestion) shall
be filed via the RCS;
Registered FCPs will obtain an RCS
number under a newly created section, "K";
A transitory period of at least 6 months is put in place for
FCPs set up before 1 June 2016.
Late filing costs for annual or consolidated accounts
As from 1 January 2017, a late filing of annual or consolidated
accounts will lead to increased filing costs. Bearing in mind that
annual accounts shall be filed within a maximum period of 7 months
following the end of the company's financial year:
One month late: 50 euros will be
Between 2 and 4 months late: 200
euros will be charged;
More than 12 months late: 500 euros
will be charged.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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