The new simplified regime regarding legal publication relating
to companies and associations has been implemented in Luxembourg on
June 1, following approval of the legislation by the Chamber of
Deputies on May 10. The legislation, which was published in
Luxembourg's Official Journal on May 30 as the Law of May 27,
2016, is complemented by a circular issued by the Luxembourg Trade
and Companies Register on March 24 (Circular RCSL 16/01).
The main practical implications of the new legislation involve
the replacement of the Mémorial C, the requirement for
registration of FCPs, and penalties for late filing.
RESA replaces Mémorial C,Recueil des
Sociétés et Associations
The new legal framework establishes a central electronic
platform for official publication required for regarding companies
and associations, the Recueil Electronique des
Sociétés et Associations or RESA, which can be
accessed via the website of the Trade and Companies Register
(Registre de Commerce et des Sociétés –
The electronic platform replaces the Mémorial C, the
former official journal, moving the filing and publication of
documents online and ensuring a faster and more efficient update of
information and registration of documents. The RCS website provides
access to the Mémorial C archives.
As a general rule, documents are published in RESA automatically
and with immediate effect upon their submission. For example, to
notify the appointment of a new board member, it will be sufficient
to complete a form on the RCS platform, and publication in RESA
will take place automatically without the need to file any further
The system allows the person filing documents on behalf of the
company or association to choose a date of publication subsequent
to the filing, no later than 15 days from the date of submission of
the documents to RCS.
RESA provides an online journal of publications in PDF format
with links to the relevant documents. The publication and
consultation of documents in RESA is free of charge.
All FCPs to be registered in RCS
In a new feature, fonds communs de placement (FCPs) created
starting June 1 are required to register with RCS, irrespective
whether they have a Luxembourg or foreign management company. FCPs
incorporated before June 1 must be registered with the RCS before
December 1 this year. Subsequently all Luxembourg FCPs will have a
RCS identification number starting with the letter K
Penalty fees for late filing of annual accounts
From January 1, 2017, fees will be imposed for late filing of
annual accounts, with the aim of encouraging timely submission of
accounts. The measure envisages a charge of €50 for one
month's delay, €200 for up to four months' delay and
€500 if the company files annual accounts more than four
months after the deadline, in all cases free of tax. Certain legal
entities are exempt from the application of these fees.
Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The Panamanian Law 52 of October 27, 2016 (the "Law"), which relates to accounting records and the annual franchise tax of Panamanian entities (corporations and foundations), came into effect on 1 January 2017.
Following the successful introduction of ‘failure to prevent' offences in the areas of bribery and tax evasion, the UK government is priming another possible corporate offence with a call for evidence launched on 13 January 2017, to end on 24 March 2017, on ‘corporate liability for economic crime'.
In many of my writings I try to bring together my fascination for history with my professional and academic interest in the law.
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