No permanent representative for the subsidiary(ies) of a foreign company is registered

Explanation

No permanent representative is currently registered for the subsidiary(ies) of your entity. In accordance with the requirements applicable to the RCS, each subsidiary must have at least one duly registered permanent representative. You must therefore register a permanent representative in order to regularise the situation.

How to register a permanent representative?

To register a permanent representative, you must submit a modification filing with the RCS. This consists of adding a permanent representative for the relevant subsidiary(ies) and, where applicable, attaching the required supporting documents (for example, a copy of an identity document or any document attesting to the status and powers of the representative).

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.

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 entered.

To modify the Pouvoir général field, simply click the Modifier option.

The general power of signature indicates who may represent the entity and sign documents on its behalf. In this field, you must specify:

  • Who holds this power (for example: president, treasurer, all members jointly, or each member individually).

  • How this power is exercised (for example: joint signature of two board members or individual signature of the president).

This information is used to determine who may legally bind the entity, such as signing a contract, opening a bank account or carrying out official formalities.

Once the information has been completed, click the Saisir les représentants permanents de la succursale button to proceed to the next step.

To add a permanent representative for the subsidiary’s activity, click the Ajouter un représentant permanent option.

Please note that this information must be included in the document that you will attach for publication.

Depending on the type of person authorised to manage, administer and sign, the entity must select one of the following options and provide the corresponding information:

Scenario: Personne physique (Natural person)

  • Luxembourg national identification number
  • Surname(s) and first name(s)
  • Date, place and country of birth
  • Private or professional address
  • Type of mandate, including an indication of the nature and scope of the powers
  • Term of office, including the date of appointment

Scenario: Personne morale luxembourgeoise immatriculée au RCS (Luxembourg legal entity registered with theRCS)

  • Registration number with RCS
  • Type of mandate, including an indication of the nature and scope of the powers
  • Term of office, including the date of appointment

Scenario: Personne morale étrangère (Foreign legal entity)

  • Country of registration of the legal entity
  • Trade name or company name
  • Legal form (if applicable)
  • Registration number in the relevant register, if the legislation of the State to which the legal entity is subject provides for such a number, as well as the name of the register, where applicable
  • Private or professional address
  • Type of mandate, including an indication of the nature and scope of the powers
  • Term of office, including the date of appointment

Once the information has been completed, click 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 (e.g.: Name of your company or your ASBL)
  • Legal form (e.g. Société à responsabilité limité; Association sans but lucratif)
  • Address of the ASBL (e.g. 1, rue de Luxembourg, L-0000 Luxembourg)
  • RCS Number of the company or ASBL (e.g.: B123456; F1234)

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.