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What are companies obligations regarding the filing of annual accounts on the RCS Luxembourg?

In recent years Luxembourg companies have to pay higher fees if the publications are made late with the Register of Commerce and Companies (RCS) ... What are the obligations and consequences?

Which companies must publish information at RCS Luxembourg?

Companies registered in the Register of Commerce and Companies (RCS) in Luxembourg have several obligations regarding the filing and publication of financial information. Delays in these legal obligations result in significant filing fees for these legal persons. This article mainly applies to the following legal forms: Société Anonyme (SA), Société Anonyme Simplifiée (SAS), Limited Liability Company (S.à rl), Simplified Limited Liability Company (S.à rl-S.).Other legal forms are also subject to publication requirements as traders’ natural persons.

What are the annual obligations related to RCS Luxembourg company's annual accounts filing?

Companies are required to deposit the following accounting documents in the Trade and Companies Register:● The balance sheet following the ECDF format.● The profit and loss account according to the ECDF format● Appendices to the annual accounts● The standard chart of accounts (PCN) according to the ECDF formatThe annual accounts thus filed have been prepared by the Management Board and approved by the general meeting of shareholders or partners.The format of the annual accounts depends on the size of the company. The law provides for the possibility of using an abbreviated balance sheet, an abridged profit and loss account and less extensive notes to the accounts.

filing and publication of annual accounts at the RCS Luxembourg trade and companies register

Depending on the size of the companies, companies will be able to publish all or part of the financial information.

How to determine the deposit obligations of the annual accounts at the RCSL?

The deposit requirements of companies depend on their size. The categories small, medium and large enterprises are defined by article 35 of the amended law of December 19, 2002. The company must respect the limits of two of the three criteria below knowing that the exceeding or not exceeding Thresholds must be repeated for two consecutive years.

Small enterprises

Total balance sheet of less than € 4.4 millionNet turnover less than 8.8 million eurosNumber of full-time and average staff members in the year under 50

Small businesses can file an abbreviated balance sheet and an abridged profit and loss account.

Medium sized companies

Total balance sheet below 20 million eurosNet turnover less than 40 million eurosNumber of full-time and average staff in the year under 250.

Medium-sized businesses may file an abbreviated profit and loss account. 

Large companies

Total balance sheet equal to or greater than 20 million eurosNet sales amount equal to or greater than 40 million eurosNumber of full-time and average staff in the fiscal year equal to or greater than 250

Large companies must file a full balance sheet and a full profit and loss account. 

Penalties for late deposits

Legal entities that make their deposits in time will have to pay a fee of 19 EUR. RCSL Circular 16/003 provides for an increase of the deposit fees according to the delay.The deposit is considered late when it takes place more than 7 months after the end of the financial year of the company. The increased fees are set as follows for the fiscal years ending in 2017, 2018, 2019:

+1 month

the filing fees are:

50 EUR

+2 months

the filing fees are:

200 EUR

+4 months

the filing fees are:

500 EUR

What are the annual documents to prepare on the Central Balance Sheet ECDF?

Companies that must submit their annual accounts to the RCSL must prepare on the platform made available by the Luxembourg State the following documents:● Balance sheet● The profit and loss account● The standardized chart of accounts

What changes in 2020 in terms of publication?

By 2020, the ECDF will be modified. These modifications remain limited to the Standard Chart of Accounts. The first application of the NCP will be applicable to the beginning of the company's fiscal year beginning on January 1, 2020.

What are the other deposit obligations of companies?

Businesses registered in the trade and companies register have many obligations in Luxembourg including the declaration of their beneficial owners. For more information on the reports to be made to the RBE, see our article.Companies are also subject to many other annual declarations such as VAT returns, tax returns...