Filings of financial information

With some exceptions, all persons registered with the RCS have to file their accounting documents.

Exceptions

• Civil societies
  
  
• Merchants natural persons whose turnover excluding value added tax does not exceed €100 000
  
  
• General or limited partnerships with a turnover excluding value added tax not exceeding €100 000, unless all the associates with unlimited liability are public limited companies, limited liability companies or limited partnerships or foreign companies with a comparable legal form
  
  
• Foreign companies established outside the European Union with a legal form comparable to those referred to in Directive 68/151/EEC, whose accounts are not prepared and verified in accordance with Directives 78/660/EEC and 83/349/EEC or in an equivalent manner (art. 1300-10 of the law of 10 August 1915), with regard to their own accounting documents
  
  
• Public entities (unless provided for in the law governing the entity)

In addition, the RCS accepts the voluntary filing of accounts of savings pension plans in the form of an ASSEP, without publication in the RESA.

The annual accounts, including, where applicable, the balance of the accounts included in the PCN including the Mapping table and all deeds, extracts of deeds and documents of any kind relating to the annual accounts, to be filed at the same time, constitute the accounting bundle. The accounting bundle may include standardised annual accounts, for companies subject to the provisions of Article 8 of the Code of Commerce, or non-standardised accounts.

In the case of companies affected by the provisions of Article 8 of the Code of Commerce, the preparation of standardised annual accounts for filing with the RCS is carried out via the eCDF platform created for this purpose and managed by the Centre des Technologies de l’Information de l'Etat (CTIE).

The filing of the accounting bundle is mandatory and must be done electronically. The accounting bundle has to be issued in one and the same language. The completed forms must be filled in completely and accurately. The forms in German and English may be used, but only the wording of the French forms is authentic.

Only accounting documents that must be published by law are published in RESA.  In principle, accounting documents filed with the RCS are published in RESA by means of a filing mention.

Exceptions

There are several exceptions to the principle stated above, according to which accounting documents filed with the RCS are published in the RESA:

1) The balance of the accounts included in the standardised chart of accounts, including the mapping table, is not published.

2) Small companies that meet the size criteria prescribed in Article 35 of the modified law of 19 December 2002 and do not make public offerings on savings on a regulated market may not publish their profit and loss accounts, their management reports or the report of the person responsible for auditing the accounts.

3) The annual accounts of limited partnerships and general partnerships in which all the associates with unlimited liability are public limited companies, limited liability companies or limited partnerships, or companies under foreign law with a comparable form (Article 77 al.2 2° and 3° of the modified law of 19 December 2002) are not published if:

a) The accounts are available at the registered headquarters, and that

b) All its indefinitely liable associates are public limited companies, limited liability companies or limited partnerships, or foreign companies with a comparable form and that none of them publish the accounts of the company concerned together with its own accounts, or when

c) All its fully liable associates are companies that do not fall under the legislation of a Member State but have a legal form comparable to S.A., S.à r.l or SCA.

4) The accounting documents of the following persons are not published:

a) Economic interest groups

b) European economic interest groups and their subsidiaries,

c) Merchants who are natural persons and Luxembourg subsidiaries of foreign merchants who are natural persons, with a turnover excluding value added tax in excess of €100 000,

d) Pension saving funds in the form of an ASSEP

e) Variable capital pension savings companies

f) Luxembourg subsidiaries of foreign companies, except for companies established outside the European Union with a legal form comparable to those referred to in Directive 68/151/EEC, whose accounts are not prepared and verified in accordance with Directives 78/660/EEC and 83/349/EEC or in an equivalent manner (art. 1300-10 of the law of 10 August 1915).

The law prescribes which documents filed with the RCS may be consulted by the public. In general, documents that are filed with the RCS but not published in the RESA cannot be consulted by the public. It should be noted that there are a few exceptions to this principle.

Exceptions

The annual accounts of the following persons cannot be consulted by the public:

1) Limited partnerships and general partnerships in which all the associates with unlimited liability are public limited companies, limited liability companies or limited partnerships, or companies under foreign law with a comparable form (Article 77, paragraph 2, 2° and 3° of the law modified on 19 December 2002) if:

a) The accounts are available at the registered headquarters, and that

b) All its associates with unlimited liability are public limited companies, limited liability companies or limited partnerships, or companies under foreign law with a comparable form and that none of them publish the accounts of the company concerned together with their own accounts, or when

c) All its fully liable associates are companies that do not fall under the legislation of a Member State but have a legal form comparable to the S.A., S.à r.l or SCA.

2) Merchants natural persons and Luxembourg subsidiaries of foreign merchants natural persons with a turnover excluding value added tax in excess of €100 000

3) Economic interest groups

4) European economic interest groups and their subsidiaries

5) Variable capital pension savings companies

6) Pension savings funds in the form of an ASSEP

7) Luxembourg subsidiaries of foreign companies with the exception of companies established outside the European Union with a legal form comparable to those referred to in Directive 68/151/EEC whose accounts are not established and verified in accordance with Directives 78/660/EEC and 83/349/EEC or in an equivalent manner (art. 1300-10 of the law of 10 August 1915).

In addition, small companies that do not exceed the criteria of Article 35 of the modified law of 19 December 2002 and do not make a public offering on savings on a regulated market may not publish or make available to the public the management report, the report of the person responsible for auditing the accounts and the profit and loss account.

Finally, the balance of the accounts included in the standardised chart of accounts (PCN) including the mapping table, which has to be filed under Article 75 of the modified law of 19 December 2002, is not available for consultation by the public.

Why are some accounting documents not available for consultation? Public access and the list of documents that can be consulted by the public are determined by law. Filed documents that cannot be consulted by the public are filed for purely administrative purposes.

With some exceptions, entities have to file their accounting documents with the RCS within 7 months of the end of their financial year:

• Approval within 6 months of the end of the financial year and
• Filing with the RCS within one month of the approval of the accounts

The total fees charged for the filing of accounting documents for publication in the RESA amount to €36 excluding VAT, of which:

• 19 € excl. VAT for administrative filing fees
• 5 € for administrative fees, as provided for in Article 74bis of the modified law of 19 December 2002 as introduced by the law of 30 July 2013 reforming the Accounting Standards Commission
• 12 € for registration fees.

These fees are set by grand-ducal regulation. Please note that no filing fees are charged for the filing of accounting documents of non-profit organisations, farming associations and foundations.

The registration fee is collected once for the entire accounting bundle. It is collected by the RCS on behalf of the State, at the time of acceptance of the filing of the accounting bundle.

The filing fees for financial data are increased in the event of late filing. The filing deadline is calculated from the closing date of the financial year and the maximum filing period of 7 months. When filing the annual accounts, if the legal deadline has been exceeded, based on the financial year dates entered by the user, a message will appear on the page informing them that increased filing fees will be charged.

Amount of the surcharges for late filings:

The fees are calculated automatically and for all persons, with the following exceptions:

• Pension savings funds in the form of an ASSEP
• Variable capital savings pension companies
• Special limited partnerships
• Non-profit associations
• Foundations
• Farming associations
• Branches of companies incorporated under foreign law
• Merchants natural persons

Small companies that do not make a public offering on savings on a regulated market, and that on the balance sheet date do not exceed the limits of two of the following three criteria:

• Total assets: 4.4 million euros
• Net turnover: 8.8 million euros
• Average number of full-time staff employed during the financial year: 50

may prepare up their balance sheet in the form of an abbreviated balance sheet.

Medium-sized companies that do not make a public offering on savings on a regulated market, and that on the balance sheet date do not exceed the limits of two of the following three criteria:

• Total assets: 17.5 million euros
• Net turnover: 35 million euros
• Average number of full-time staff employed during the financial year: 250

may prepare an abbreviated profit and loss account.

In general, when the law requires the preparation of an appendix, it is mandatory to file it with the RCS. For example, for companies subject to Title II of the modified law of 19 December 2002, the annual accounts include the balance sheet, the profit and loss account and the appendix: these documents form a whole. The appendix has to be filed and published according to the same procedures as the balance sheet and the profit and loss account.

The size criteria of the company determine the content of the appendix:

A) Small companies that do not make a public offering on savings on a regulated market, and that on the balance sheet date do not exceed the limits of two of the following three criteria:

• Total assets: 4.4 million euros
• Net turnover: 8.8 million euros
• Average number of full-time staff employed during the financial year: 50

may prepare an abbreviated appendix.

B) Medium-sized companies that do not make a public offering on savings on a regulated market, and that on the balance sheet date do not exceed the limits of two of the following three criteria:

• Balance sheet total: 17.5 million euros
• Net turnover: 35 million euros
• Average number of full-time staff employed during the financial year: 250

may prepare a semi-abbreviated appendix. 

In general, when the law requires such a report to be issued and it is not available at the company's headquarters, it is mandatory to file it with the RCS. The companies concerned have to be of the following types:

• SA, SAS, SARL, SARL-S, SECA, SE
  
  
• Mutual insurance associations
  
  
• SICAV, SICAV SE, SICAF, SICAF SE
  
  
• Subsidiaries of foreign companies within the meaning of Article 1300-10 of the law of 10 August 1915 on trading companies
  
  
• Foreign companies referred to in Articles 1300-5 and 1300-9 of the law of 10 August 1915 on trading companies, except those not governed by the law of a Member State of the European Union whose accounting documents are not issued in accordance with the accounting directives, if such an obligation exists in their domestic law
  
  
• SENC and SECS of which all the associates with unlimited liability are public limited companies, limited liability companies or partnerships or companies under foreign law with a comparable form (Article 77 para.2 2° and 3° of the modified law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies). 

That being said, companies that do not exceed the size criteria prescribed in Article 35 of the modified law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies and that do not make a public offering on savings on a regulated market may not prepare this report and therefore not file it with the RCS.

In general, when the law requires such a report to be issued, it is mandatory to file it with the RCS. The companies concerned must have the following legal forms:

• SA, SAS, SARL, SECA, SE
  
  
• Mutual insurance associations
  
  
• SICAV, SICAV SE, SICAF, SICAF SE
  
  
• Cooperative companies and cooperative companies organised as a public limited company
  
  
• Subsidiaries of foreign companies within the scope of Article 1300-10 of the law of 10 August 1915 on trading companies and foreign companies referred to in Articles 1300-5 and 1300-9 of the law of 10 August 1915 on trading companies, except those not subject to the law of a Member State of the European Union whose accounting documents are not issued in accordance with accounting directives
  
  
• SENC and SECS of which all the associates with unlimited liability are public limited companies, limited liability companies or partnerships or companies under foreign law with a comparable form  (Article 77 para.2 2° and 3° of the modified law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies).

Definition:
Small ASBL is any association that, for two consecutive financial years, does not exceed the limits of at least two of the following three criteria on the closing date of its financial year:

• Number of full-time equivalent staff members: less than 3 persons
• Total income: €50 000
• Total assets: €100 000

Accounting documents to be submitted to LBR:

1) Statement of income and expenditure 

2) Appendix, the form and content of which are determined by Grand-Ducal regulation, covering the following information:

• Total cash assets 
• Total bank assets 
• Number of members defined by member brackets 
• Percentage of transfers of funds to other countries of the European Union and the European Economic Area and outside the European Union and the European Economic Area. 

Definition:

A medium-sized ASBL is any association that is not a small association and which, for two consecutive financial years, does not exceed the limits of at least two of the following three criteria on the closing date of its financial year:

• Number of full-time equivalent staff members: more than 15 persons
• Total income: €1 000 000
• Total assets: €3 000 000

Accounting documents to be submitted to LBR:

1) Annual accounts, including the balance sheet and the profit and loss account   

2) Appendix, the form and content of which are determined by Grand-Ducal regulation and which covers the following information:

• Number of members defined by member brackets
• Volume of funding of other entities
• Estimated percentage of activities carried out in the Grand Duchy of Luxembourg, in other countries of the European Union or the European Economic Area and outside the European Union and the European Economic Area
• Percentage of fund transfers to other countries of the European Union and the European Economic Area and outside the European Union and the European Economic Area.

Definition:
A large ASBL is any association that, for two consecutive financial years, exceeds the limits of at least two of the following three criteria on the closing date of its financial year:

• Number of full-time equivalent staff members: more than 15 people
• Total income: €1 000 000
• Total assets: €3 000 000

Accounting documents to be submitted to LBR:

1) Annual accounts, including the balance sheet and the profit and loss account 

2) Report of the certified auditor 

3) Appendix, the form and content of which are determined by Grand-ducal regulation and which covers the following information:

• Number of members defined by member brackets
• Volume of funding of other entities
• Estimated percentage of activities carried out in the Grand Duchy of Luxembourg, in other countries of the European Union or the European Economic Area and outside the European Union and the European Economic Area
• Percentage of fund transfers to other countries of the European Union and the European Economic Area and outside the European Union and the European Economic Area.