Automatic deregistration from « inactive » entities in the Luxembourg Trade and Companies Register

The Luxembourg Trade and Companies Register (RCS) announced on 13 January 2020 the automatic deregistration for registered inactive entities. “Inactive Entities” are entities that have not filed, for the past ten years, any documents with the RCS. However, such radiation does not concern public, civil entities and natural persons registered with the RCS.
The concerned entities will be notified in writing and will be granted a one month period to remedy the situation or share their comments with the RCS. However, the automatic deregistration will not impact the existence of the entity, which will still be subject to the appropriate liquidation or dissolution proceedings in order to be dissolved.

Simplified faster legal publication regime in Luxembourg

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 – RCS).

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 documents.

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 (e.g.: K123).

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.