Your administrative procedures with the RCS and RBE

The most effective way to search for / identify a person or registered entity is to search using their RCS number. To search by RCS number, the user has to know the exact RCS number and then validate the search by clicking on the Search button. The user is then automatically redirected to the page displaying the details of the entity in question.

The search by trade name is based on the following information concerning the head office:

• Current trade name and any translations or abbreviations (or surname and first name for a trader).
• Current commercial names and any abbreviations.
• Historical trade name and any translations or abbreviations.
• Historical commercial names and any abbreviations.

The user confirms the search criteria by clicking on the Search button.

If a single result corresponds to the search criteria, the user is automatically redirected to the page displaying the details of the entity in question.

If several results correspond to the search criteria, the user has to select the entity for which they wish to carry out an administrative procedure by clicking on its RCS number. Once the selection has been made, the user is redirected to a page displaying the details of the entity in question.

If the entity searched for does not appear in the list, the user has to refine his search criteria.

If no results are found, an error message is displayed, inviting the user to modify their search criteria and to restart their search.

1) Existence of a legal basis for filing and / or publishing

Completing a submission with the Luxembourg Trade and Companies Register (« RCS ») consists in submitting all documents to the « RCS » as required by the applicable law. Due distinction must be made between the information required to register with the « RCS » as per the amended law of the 19th December 2002 on the Luxembourg Trade and Companies Register as well as accountancy and annual company accounts (“loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises”, hereafter “law of 2002”) and the information to be published within the RESA as per the amended law of 10th August, 1915 on commercial companies (“loi du 10 août 1915 sur les sociétés commerciales”), as well as any other specific regulations.

All information required by the « RCS » must be digitally transmitted to the « RCS » using one of the dedicated requisition forms. Please note that all information contained within the requisition forms submitted to, and accepted by the manager upon digital submission, are registered and filed exactly as they were submitted as on the abovementioned forms. The manager will not amend any contents or form of the latter in any way and does not have the authority necessary to amend any information contained within the requisition forms.

Any information required for publication must be submitted as notarial acts or privately drafted deeds. All requisition forms and related documents for publication must be submitted to the « RCS », with the exception of special cases such as a submission for the publication of future events for example.

The « RCS » manager will only accept any acts, extracts of acts, minutes and documents legally required for registration or publication. Therefore the « RCS » manager will reject any document or information, of which the publication is not required by law.

2) Exception

As per article 6 from the regulation of the 23rd January 2003 enforcing the law of 2002the manager may accept a request for submission or publication of acts, extracts of acts, minutes or any documents which are not legally required. The depositor must support his request for submission or publication in writing with sufficient evidence of dire and exceptional circumstances directly justifying the submission or publication.

This is an exceptional measure:

• This exception concerns first and foremost foreign laws, in a case where submission to the « RCS » or publication within an official journal is required by foreign law and that the registered person may not evade this action without grave prejudice.
• Acceptance of the submission or publication is left to the entire discretion of the « RCS » manager.
• In the event of a rejection from the latter, rights of appeal as detailed within article 21 of the law of 2002 are made available to the petitioner.

A single requisition form may be used to file several events into one submission to the « RCS », even if these events take place on different dates. The latest information on the registered person must be submitted to the “RCS”. This disposition does not free the petitioner from their obligation with regards to the one month legal submission and publication deadline in any way. 
Example: Multiple transfers of share ownership between partners of a private limited company, and the final result thereof, must be registered with the “RCS”.

All requisitions are completed using dynamic requisition forms as set out within the amended Grand-Ducal regulation of the 23rd January 2003, enforcing the amended law of 2002. All such forms must be digitally submitted using the “RCS” website.

All submissions made to the « RCS » are subject to administrative fees in compliance with the pricing table as set out within the Grand-Ducal regulations.

1. Documents not intended for publication

Documents that are not intended for publication have to be submitted in PDF/A format and meet the following requirements:

• Be submitted in A4 portrait format.
• Include a white horizontal area of at least 35 millimetres at the top of the first page to allow LBR to affix a virtual label representing the electronic filing receipt.
• Be saved in PDF/A-1a or PDF/A-1b format: when saving the file, select the PDF/A-1a or PDF/A-1b option provided by your software (Word, LibreOffice, Adobe, etc.).

2. Documents intended for publication in the RESA

Documents intended for publication in the RESA must be submitted in PDF/A Text format. This is the only format accepted for documents intended for publication.
These documents must also meet the following requirements:

• Be submitted in A4 portrait format.
• Include a white horizontal area of at least 35 millimetres at the top of the first page to allow LBR to affix a virtual label representing the electronic filing receipt.
• Be saved in PDF/A-1a or PDF/A-1b format: when saving the file, select the PDF/A-1a or PDF/A-1b option provided by your software (Word, LibreOffice, Adobe, etc.).
• Not contain images, including the association's logo.
• Not to be scanned document.
• Not containa handwritten signature.
• Be written in standard office fonts only: Arial, Calibri, New Courier, Times New Roman, Helvetica, Source Sans Pro. In order to guarantee the acceptance of predefined bullet points, and only for this purpose, Wingdings and Symbol fonts are also accepted.
• Be written in black text on a white background.

Important: Also ensure that the header, footer and page numbering of your document use only the standard office fonts listed above.

The incorporation deed for partnerships, special partnerships corporate joint ventures, limited liability companies, cooperative companies and civil societies as well as any amendments to these deeds must be submitted and published in full as per article 100-10 from the amended law of 10th of August 1915 on trading companies (“loi du 10 août 1915 sur les sociétés commerciales”).

Deeds concerning general partnerships, standard limited partnerships or special partnerships are published as an extract, in compliance with article 100-7 from the abovementioned amended law from the 10th August, 1915 (“loi du 10 août 1915 sur les sociétés commerciales”). Contents of this extract are set out within article 100-8 of the amended law of 1915 (“loi du 10 août 1915 sur les sociétés commerciales”).

The "RCS" manager accepts the submission of outdated historical events, that is to say events which happened in the past and were not registered within the applicable legal deadlines and are no longer relevant such as, for example, the unregistered and expired appointment of a Director.

A requisition form is not necessary for this purpose, only the document for publication will be accepted. The outdated historical event will not be registered with the "RCS".

The "RCS" manager accepts the submission of events coming into effect at a future date, as decided by the relevant department within the company. The submission formalities for such a case are as follows: submissions regarding these events must be forwarded within the legal deadline of one month from the definitive deeds. The requisition may however be submitted to the “RCS” on the effective date.

The relevant publication is to be transmitted on its own, without any requisition form. The latter will be submitted on the relevant effective date for this event. The responsibility for completing the required procedures in a timely manner therefore lies with the applicant and not with the RCS administrator..

This filing is intended to correct a document previously filed with the RCS. The general rules relating to filing also apply to corrective filings.

Corrective filings may only relate to material errors. They must clearly mention that they are corrections to a previously filed document and include the filing number of the previous filing.

The RCS administrator proceeds with an overall examination of requisition forms and publications prior to accepting their submission. Should any doubt be cast on the legality of the requested registration, the RCS administrator will conduct the following procedure:

• He analyses within the submitted texts:
  • Whether the information meant for publication, and the information submitted for registration based on the relevant requisition forms are coherent.
  • Whether the overall information to communicate are indeed reflected on the associated requisition form.
  • The existence of a legal basis prescribing the filing and/or the publication presented.
     
• He may suggest that the petitioner amends his submission, request any applicable additional information or evidence in compliance with article 21 (2) of the law of 2002.
  
  
• Finally, he may reject the requested registration as per article 21 (3) of the law of 2002. 

The RCS administrator does not proceed with the interpretation of any submitted documents; however he does execute any thereby introduced requisitions based on an overall check of the information submitted by the petitioner. 

This measure is meant to answer accordingly to a number of bad habits developed by a category of petitioners, who fail to apply proper care to their submissions, thereby attracting attention through such a display of negligence when completing the required requisition forms.

This measure is aimed solely at a category of professional petitioners submitting regularly and in large amounts, and is not in any way intended for the occasional petitioner, or any representative thereof, who may be unfamiliar with the applicable submission procedures. Payment of fees as per annex J of the relevant regulation may be collected by the manager upon notifying the petitioner via registered mail without a reply.

The RCS administrator only accepts any documents which are legally required for submission and/or publication. Therefore, general assemblies which failed to achieve a quorum, or general assemblies having reached the quorum and rejected its resolutions, may neither be submitted nor published. 

1) Opening of a branch within the Grand Duchy of Luxembourg by a Luxembourgish company 

No legal disposition requires a publication within the RESA upon creation of a branch within the Grand Duchy by a Luxembourgish company. The RCS administrator must reject any such publication. Only the relevant requisition form must be presented with regards to registering a new branch.

2) Granting of discharges, or refusal thereof, to administrators, managers, auditors, reviewers and liquidators 

In the absence of any legal requirement to this effect, no submission or publication must be submitted to the RCS with regards to this matter.

3) Note on optional requisition form fields

Input of optional information such as floor or building number within the petitioner’s address, are not required in the absence of any such information. Therefore, any submission requests containing any such signs as « / » or « n/a » will be returned to the applicant by the administrator.