The term of office of the permanent representative(s) of the subsidiary(ies) is not registered
Explanation
The term of office of at least one permanent representative of the subsidiary is currently not registered in your entity’s file. As the indication of the term of office of the permanent representatives of the subsidiary or subsidiaries is mandatory, you must therefore complete this information by specifying the relevant term of office. Updating this information ensures that your entity’s situation is correctly reflected.
How can the term of office of permanent representatives of the subsidiary be registered?
To update this information, you must submit a modification filing with the RCS. Two situations may arise:
- The term of office has expired and has not been renewed: in this case, you must delete the authorized representative from the list, as they are no longer in office.
- The term of office has expired but the authorized representative remains in office: in this case, it is sufficient to update the information by amending the duration of their term of office.
These adjustments help ensure that the list of authorized representatives remains accurate and up to date.
The information presented is standard and provided for guidance purposes only. Depending on the legal form of your entity, the documents to be provided or the steps to be followed may differ.
Scenario 1: Permanent representatives of the subsidiary of a foreign company
After selecting the Modification service, you will be taken to the page where you have to select the subsidiary to be modified from the list provided, then choose the language of the form.
Before continuing, ensure you have all the necessary information and documents required to make the modification.
Once you have selected your language, click Next. You will then be automatically redirected to the data entry form to complete the modification.
In the part Saisie des données, select the Représentants permanents de la succursale section to access the information to be updated.
Scenario 1 – The mandate has expired and has not been renewed
In this case, you must remove the authorized representative from your list, as they are no longer in office. To do so, simply click on the Rayer option.
To add a permanent representative, click on Ajouter un représentant permanent, select the Type de personne, then complete the required information.
Scenario 2 – The mandate has expired but the authorized representative remains in office
In this case, it is sufficient to update the information by entering the duration of the mandate. First, click on the small arrow to display the details of the authorized representative to be updated.
In the example provided as part of the explanations, you can see in the Durée du mandat section that the term of office is not registered at all.
To renew the mandate, click on the Modifier option to unlock the input fields and make the necessary changes.
Then go to the Durée du mandat section to correct the information, depending on the scenario applicable to your entity.
The duration of the mandate may be determined or indeterminate:
- If no duration is provided in the appointment deed, select Indéterminée.
- If the appointment deed provides for a specific duration, select Déterminée jusqu’à une date fixe or Déterminée jusqu’à une prochaine assemblée générale, and indicate the end date of the mandate.
In all cases, the new start date of the mandate must be entered. This corresponds to the date on which the mandate is renewed. This date must be entered in the Date de nomination field.
Once the changes have been made, click either on the Publication section or on the Compléter la publication button to proceed to the next step.
Form: Additional information
Upload of the required documents
Publication
Section of the request where you have to add the document intended for publication in the RESA. This document does not need to follow any specific format, but it must be drawn up in the form of an extract. This means that it should include only the information that has been modified, as required by law, without reproducing the entire original deed or document.
The document has to be a PDF in PDF/A text format. To add it, click on Ajouter la pièce jointe in the field Document(s) destiné(s) à la publication. Uploading may take a little time, as each file is automatically checked to ensure that it complies with the PDF/A standard. Once this step is complete, click on the Récapitulatif section to proceed to the next step.
Récapitulatif
Section of the request where you can check the summary of your request before sending it to the cart. To do this, click on Visualiser le récapitulatif de ma demande en français to open the PDF document. If you spot an error, you can go back using the previous step button to the section where the information has to be corrected.
If all the information is correct, check the box J’ai contrôlé mon document récapitulatif. You can also add a personal reference in the field Ma référence de dépôt to better organise your requests. Once you have finished verifying, click on Ajouter la demande au panier to confirm your procedure.
Documents to be submitted: Things to know (PDF/A format required)
General rules
The requirements differ slightly depending on whether or not the document is intended for official publication in the RESA.
1. Documents not intended for publication have to be submitted in PDF/A format. These documents also have to:
- Be submitted in A4 format.
- Have 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 have to be submitted in PDF/A Text format. These documents also have to:
- Be submitted in A4 format.
- Have 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.
- Not have been digitised.
- Be written in fonts commonly used in office automation: 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 font on a white background.
Regarding the header of the documents you are required to submit, place the information below the horizontal white area of 35 mm at the top of the page. The following information must be indicated:
- Trade name
- Legal form
- Address of the registered office
- RCS Number of the company
Document templates
- Header templates
This document sets out the rules to be followed when formatting the header of documents intended for the RCS. It helps you check that your header complies with the requirements before submitting your filing.
Scenario 2: Permanent representatives of the subsidiary of a Luxembourg company
After selecting the Modification - Subsidiary service, you will be taken to the page where you have to select the subsidiary to be modified from the list provided, then choose the language of the form.
Before continuing, ensure you have all the necessary information and documents required to make the modification.
Once you have selected your language, click Next. You will then be automatically redirected to the data entry form to complete the modification.
In the part Saisie des données, select the Représentants permanents de la succursale section to access the information to be updated.
Scenario 1 – The mandate has expired and has not been renewed
In this case, you must remove the authorized representative from your list, as they are no longer in office. To do so, simply click on the Rayer option.
To add a permanent representative, click on Ajouter un représentant permanent, select the Type de personne, then complete the required information.
Scenario 2 – The mandate has expired but the authorized representative remains in office
In this case, it is sufficient to update the information by entering the duration of the mandate. First, click on the small arrow to display the details of the authorized representative to be updated.
In the example provided as part of the explanations, you can see in the Durée du mandat section that the term of office is not registered at all.
To renew the mandate, click on the Modifier option to unlock the input fields and make the necessary changes.
Then go to the Durée du mandat section to correct the information, depending on the scenario applicable to your entity.
The duration of the mandate may be determined or indeterminate:
- If no duration is provided in the appointment deed, select Indéterminée.
- If the appointment deed provides for a specific duration, select Déterminée jusqu’à une date fixe or Déterminée jusqu’à une prochaine assemblée générale, and indicate the end date of the mandate.
In all cases, the new start date of the mandate must be entered. This corresponds to the date on which the mandate is renewed. This date must be entered in the Date de nomination field.
Once the changes have been made, click either on the Récapitulatif section to proceed to the next step.
Form: Additional information
Récapitulatif
Section of the request where you can check the summary of your request before sending it to the cart. To do this, click on Visualiser le récapitulatif de ma demande en français to open the PDF document. If you spot an error, you can go back using the previous step button to the section where the information has to be corrected.
If all the information is correct, check the box J’ai contrôlé mon document récapitulatif. You can also add a personal reference in the field Ma référence de dépôt to better organise your requests. Once you have finished verifying, click on Ajouter la demande au panier to confirm your procedure.