FAQ - Frequently asked questions

What is the status of LBR
LBR is an economic interest group (Groupement d’intérêt économique) comprising the State, the Chamber of Commerce (Chambre de Commerce) and the Chamber of Trades (Chambre des Métiers).

What are LBR’s missions?
LBR manages the trade and company Register (RSC), the Register of Beneficial Owners (RBE), the Insolvency Register (REGINSOL) and the “Receuil électronique des sociétés et associations” (RESA), under the supervision of the Minister of Justice.

Location and opening Hours
The Luxembourg offices are open to the public:

• Monday to Friday from 9:00 to 12:00 and from 13:30 to 16:00.
• By prior appointment through the Helpdesk on T. : 26 428-1
  

Address :
31, Avenue de la Gare
L-1611 Luxembourg

The Diekirch office is open to the public:

• On Mondays only, from 9:00 to 12:00 and from 13:30 to 16:00.
• By prior appointment through the Helpdesk on T.: 26 428-1
  

Address:
Place Joseph Bech
Bei der Aaler Kiirch
L-9211 Diekirch

What is the RCS?
The RCS is an official register of all natural and legal persons who carry out commercial activities, as well as other entities that fall under the amended law of 19 December 2002 on the trade and company register, as well as the accounting and annual financial statements of companies, and on the amendment of certain other legal provisions. ("loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises")

The purpose of the RCS is:

• to ensure the identification of persons whose registration is required by law, by creating a permanent inventory,
• to provide greater security for transactions,
• to inform third parties.

What is the legal basis of the RCS?

• The amended law of 19 December 2002 on the trade and company register, as well as the accounting and annual financial statements of companies, and on the amendment of certain other legal provisions.  (known hereafter as "the law of 2002", and "loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises").
  
  
• The amended Grand-Ducal regulation of 23 January 2003 implementing the amended law of 19 December 2002 on the trade and company register, as well as the accounting and annual financial statements of companies  ("loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises").
  
  
• The amended ministerial regulation of 27 May 2016 laying down the criteria for the presentation and form of documents intended for publication in the "Recueil électronique des sociétés et associations" (RESA).

What does the public status of the RCS mean?
RCS is a public body and as such, anyone requesting it may view any registered document and obtain a copy thereof.

Legally required information that must be filed with the RCS
The law of 2002 specifies the information required for registration purposes with the RCS. This includes identifying and legal information such as the company’s trade name or business name, social object, share capital, executive board membership information, auditor, authorized signatories and any other such information. All the information to be provided is set out in the requisition forms available on the LBR website.

Documents intended for publication
The amended law of 10 August 1915 on Commercial Companies (“loi modifiée du 10 août 1915 sur les sociétés commerciales”) and other legislation specify the information, deeds, extracts, minutes and documents that must be published in RESA.

A registered person’s record

• The information and documents submitted to the RCS in relation to a registered person are compiled together in a file. 
• This file is accessible to the public.

Who must register with the RCS?
The following categories of natural persons and legal entities are required to apply for registration with the RCS:

• Commercial companies and their subsidiaries,
• Mutual insurance associations,
• Economic interest groups and their subsidiaries,
• European economic interest groupings and their subsidiaries,
• Subsidiaries set up in the Grand Duchy of Luxembourg by commercial or civil companies, economic interest groupings and European economic interest groupings governed by foreign law,
• Merchants who are natural persons and their subsidiaries,
• Luxembourg branches of natural persons established abroad,
• Non-trading companies,
• Non-profit associations,
• Foundations,
• Pension savings associations,
• Agricultural associations,
• Public institutions,
• Special limited companies,
• Mutual funds,
• Securitisation funds,
• Mutual insurance companies,
• Other legal entities whose registration is required by law.

Registrations, entries and modifications to the RCS are made:

• in person,
• by an authorized representative or
• by the notary who drew up the deed of incorporation or modification for the legal entity, or
• by the Chamber of Commerce and the Chamber of Trades,
• by the assistance desk provided to the public by LBR.

The requisition form brings together, in a structured and dynamic way, all the information that the 2002 law requires to be registered with the RCS. Registration with the RCS and all subsequent modifications are made using standard requisition forms, which are differentiated according to the legal form of the person concerned by the filing. All requisition forms are available in electronic form (HTML) on the LBR website. 

All registrations, entries and publications required by law must be submitted to the RCS within one month from the event that makes them necessary. Publication in the RESA occurs immediately upon acceptance of the filling application. It may, at the applicant's request, be published within 15 days of the filing.

• Filings with the RCS are made exclusively in electronic form.
  
  
• The registration form must be completed on the LBR website. The documents whose publication in electronic form is required by law must be attached to it. The LBR registers the documents for publication upon submission. The applicant receives a receipt for the filing with the RCS.
  
  
• The applicant must pay the filing fees and, if applicable, the registration rights.
  
  
• A dedicated assistance desk is made available at LBR offices for any users with insufficient internet access, or unwilling to proceed with an electronic registration.
  
  
• Applicants can prepare their applications electronically under the guidance from LBR personnel. Additional fees apply to any filing made using the assistance desk as specified within annex J of the amended Grand Ducal regulation of 23 January 2003 implementing the amended law of 19 December 2002 on the trade and company register as well as the accounting and annual financial statements of companies ("loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises").
  
  
• In order to provide an optimal service, any individual wishing to use the assistance desk is required to previously request an appointment, via the LBR Helpdesk on 26 42 81.
  
  
• All fees, calculated in accordance with the type of person or entity registered, are as follows:

What is a company profile from the RCS?
A company profile of an entity registered with the RCS consists of the RCS administrator issuing a summary of the data registered with the RCS in respect of that entity. The company profile reflects the current status of the data filed in the registered person's file, which may be supplemented by data entered in other files kept at the RCS. The aforementioned modified Grand Ducal regulation of 23 January 2003 specifies the form and content of this company profile.

What is a certificate of deletion?
A certificate of deletion is an extract issued by the RCS administrator when a registered entity has been deleted from the RCS.

How to obtain an company profile / certificate of deletion from the RCS?

• A company profile or certificate request is submitted via the LBR website.
• All administrative fees are payable in advance.

How can a company profile / certificate of deletion issued by the RCS administrator be signed?

• Any company profile / certificate issued by the administrator may be issued on secure paper or in electronic format.
• The company profile / certificate issued on paper bears a handwritten signature.
• The company profile / certificate issued in electronic format bears an automatic qualified electronic signature.

Which documents are registered by the LBR?

• LBR only registers private deeds that have to be filed with the RCS at the time of filing (Article 22-3 of the amended law of December 19, 2002 on the RCS).
• The notarised deeds and their copies must be registered at the "Administration de l’Enregistrement et des Domaines" before being submitted to the RCS.

How is the registration of documents evidenced on the documents filed? 
The registration formality is evidenced by the receipt bearing the mention "Registered and filed".

When are the documents to be filed with the RCS registered?
The registration date is the date on which the document is filed with the RCS. The filing date is the date on which the RCS administrator accepted the filing application submitted.

What do I do if I need a registration date on a specific day?
In order to avoid problems in obtaining a specific date, in particular in the event of a filing application being rejected by the RCS administrator, the applicant can have their document registered in advance with the relevant office of the "Administration de l'Enregistrement et des Domaines".

What fees are collected by LBR on behalf of the State?
LBR collects the fixed registration fee of €12 on behalf of the State upon filing with the RCS, together with the RCS’s administrative fees. LBR collects two types of fees / charges upon registration:

• the fixed registration fee (€12 per document filed and registered),
• all RCS administration fees due for each filing (Pdf, 643 Kb).

How are the annual accounts, coordinated articles of association und management regulations registered?
These documents are registered at a fixed fee of €12.

Is the stamp duty still applicable?
No, privately drafted deeds intended for filing with the RCS are exempt from stamp duty.

Is it still possible to have my privately drafted documents to be filed with the RCS registered with the "Administration de l’enregistrement et des domaines (AED)"?
The possibility of registering documents with the AED prior to submitting them with the RCS is upheld, especially with regard to documents whose filing with the RCS has been rejected. Previously registered documents will not be registered again by the RCS administrator upon filing.

Will documents rejected by the RCS administrator upon filing be registered nevertheless?
No, the RCS administrator only registers documents, the filing of which was accepted and registration is done at the time of filing.

What is the platform eCDF?

• The platform eCDF (www.ecdf.lu) is an electronic platform to collect financial data and is managed by the "Centre des technologies de l’information de l’Etat" (CTIE).
• This platform enables companies subject to the obligation to file the balance of accounts in accordance with the standard chart of accounts model to prepare and validate the balance sheet, profit and loss account, balance of accounts and mapping table, which can then be filed via the RCS website.

How does the preparation of accounting documents on the eCDF platform work?
The preparation of accounting documents on the eCDF platform is carried out by using standardized forms. The applicant has two possibilities on the eCDF platform:

• input of financial data by using the standardized forms available on the eCDF platform;
• data transfer in form of XML files generated from the accounting tool of the applicant.

For further information, please visit the website of the eCDF platform (www.ecdf.lu).
E-mail: ecdf@ctie.etat.lu
Tel: +352 49925-550

Who has to prepare accounting documents on the eCDF platform prior to filing them with the RCS?
Article 8 of the Code of Commerce provides a list of persons who have to prepare their accounting documents on the platform eCDF prior to filing them with the RCS. Are excluded:

• Companies referred to in article 13 of the Code of Commerce.
• Companies that have been granted a derogation under Article 27 of the amended law of 19 December 2002 on the trade and company register as well as the accounting and annual financial statements of companies.
• Companies that prepare their annual accounts in accordance with international accounting standards.
• Companies incorporated under foreign law with a subsidiary in Luxembourg, regarding their accounting documents which are prepared in accordance with the law of the state to which they are subject.

Which accounting documents have to be prepared on the eCDF platform prior to filing them with the RCS?
The standardization on the eCDF platform is intended for the following accounting documents:

• the balance sheet,
• the profit and loss account,
• the account balance,
• and the mapping table.

What is the standard chart of accounts?

• The standard chart of accounts is prescribed in Article 12 of the Code of Commerce which states that "the content of the standard chart of accounts is determined by a Grand-Ducal regulation".
  
  
• The standard chart of accounts is defined in the Annex to the Grand-Ducal Regulation of 12 September 2019 determining the content of the standardized chart of accounts referred to in Article 12 of the Code of Commerce (concerning financial years beginning on or after 1 January 2020) repealing the Grand-Ducal Regulation of 10 June 2009 determining the content and presentation of a standardized chart of accounts and applicable to financial years beginning before 1 January 2020.

Starting what date is the new chart of accounts mandatory?
Companies have to use the standard chart of accounts from the first financial year beginning after 31 December 2010. The standard chart of accounts annexed to the Grand-Ducal regulation of 12 September 2019 applies, for its part, to financial years starting on or after 1 January 2020.

What is the accounting bundle?
The accounting bundle is all the documents comprising the annual or consolidated accounts for a given financial year, including, where applicable, the balance of the accounts included in the standard chart of accounts, including the mapping table and all the deeds, extracts from deeds and documents of any kind relating to the annual accounts or the consolidated accounts for the same financial year, the filing of which is required by law.

Is electronic filing of the accounting bundle mandatory?
The filing of the accounting bundle relating to the annual accounts and consolidated accounts of companies must be made with the RCS by electronic means only.

How are the registration fees for the accounting bundle collected?
The registration fee is charged once for the entire accounting bundle. It is collected by LBR on behalf of the State at the time of acceptance of the filing of the accounting bundle.

How is the filing of accounting documents to be carried out?
To access the online filing formalities, the user must first authenticate themselves on the LBR site, either by means of a product issued by Luxtrust SA or a Luxembourg eID card, or by an eIDAS electronic certificate, offering at least a substantial level of guarantee.

The filing of annual accounts is carried out electronically in two different ways depending on whether or not the person in question is subject to the obligation to use the standard chart of accounts and thus prepare his accounts by using the eCDF platform:

• In the case where the applicant is obliged to prepare his accounts via the eCDF platform, he must first prepare and validate his accounts on that platform before filing the accounts with the RCS on the website of the LBR. By connecting on the website of the LBR he will be able to directly recover the data validated on the platform, to which he will have to join where appropriate, other documents (legal annex, management or audit report) making up his filing request. These other documents should be transmitted in PDF/A format.
  
  
• In the case where the applicant is not obliged to prepare his accounts via the eCDF platform, he will have to carry out the filing of his accounts directly on the website of the LBR by transmitting the documents making up his filing request in PDF/A format and without using the eCDF platform.

Why do I have to prepare the accounting documents on the eCDF platform prior to filing them with the RCS?

• Persons with the obligation to submit their accounts in accordance with the standard chart of accounts have to prepare them on the eCDF platform prior to their filing with the RCS.
• This obligation results from Article 2 of the Grand-Ducal regulation of 14 December 2011.

Who has to file his accounting documents with the RCS?
All persons registered with the RCS have to file their accounting documents except for:

• civil companies,
  
  
• merchants whose turnover excluding value added tax does not exceed €100,000,
  
  
• corporate partnerships (sociétés en nom collectif) or limited corporate partnerships (sociétés en commandite simple) whose turnover excluding value added tax does not exceed €100,000, unless all the associates with unlimited liability are limited companies (S.A., S.à r.l or SCA) 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 drawn up and verified in accordance with Directives 78/660/EEC and 83/349/EEC or in an equivalent manner (art. 1300-10 of the amended law of 10 August 1915), with regard to their own accounting documents,
  
  
• public institutions (unless prescribed by the law that governs the institution).

It should be noted that non-profit organisations are only required to file their accounts in accordance with Article 16 of the law of 21 April 1928 on non-profit organisations and foundations. Furthermore, the RCS administrator accepts the voluntary filing of accounts of pension savings associations (associations d’épargne pension) without publication in the RESA.

Which accounting documents have to be filed?
In general, only accounting documents whose filing is required by law, have to be filed with the RCS. For example, companies are required to file with the RCS following documents:

• The annual accounts (balance sheet, profit and loss account, legal annex)
• The balance of the accounts as resumed in the standard chart of accounts including the mapping table (where applicable)
• The management report (where applicable)
• The report of the auditors of the business accounts (where applicable)
• Other documents relating to the annual accounts (proposal for allocation of profit, profit allocation, list of authorized representatives and auditors of the business accounts, …)

For non-profit organisations and foundations, more information is available here.

How much costs the filing of accounting documents?

Filing fees for accounting documents
The total of fees perceived during filing of annual accounts for publication in the RESA amounts to €36 excluding VAT:

• €24 excluding VAT for administrative filing fees
• and €12 registration fee.

These fees are defined by Grand-Ducal regulation. Please note that no filing fees are perceived for filing the annual accounts of ASBL, agricultural associations and foundations. It should also be noted that the administrative fee, provided for by Article 74bis of the amended law of 19 December 2002 as introduced by the law of 30 July 2013 reforming the Commission of accounting standards is included in the administrative filing fees.

Increased filing fees for the filing of accounting documents outside legal deadlines
Late filing of accounting documents will result in higher filing fees. When the legal deadline of 7 months after the end of the financial year is reached, the late deposit costs are calculated.

Filing fees – Outside legal deadlines:

These fees are calculated automatically and apply to all legal entities, except to :

• pension savings funds in the form of an ASSEP (associations d'épargne-pension) and pension savings funds in the form of an ASSEP with variable capital (sociétés d'épargne-pension à capital variable),
• limited partnerships (sociétés en commandite spéciale),
• non-profit organisations,
• foundations,
• agricultural associations.

What are the legal filing deadlines for accounting documents?
Following persons have to file within 7 months of the end of their financial year (approval within 6 months of the end of the financial year and filing within the month of approval of the accounts):

• Mutual insurance associations,
• Pension savings companies with variable capital,
• Public limited companies, simplified joint-stock companies, European companies, limited liability companies, simplified limited liability companies, partnerships limited by shares,
• European investment companies with variable capital, investment companies with fixed capital and European investment companies with fixed capital,
• Limited corporate partnerships and corporate partnerships,
• Cooperative companies and cooperative companies organized as an SA,
• Branches of companies governed by foreign law, concerning the accounts of the branch itself,
• Economic interest groupings and European economic interest groupings, as well as their subsidiaries,
• Non-profit organisations,
• Foundations.

The accounting documents of agricultural associations have to be filed within three and a half months of the end of the financial year (approval within three months of the end of the financial year and filing within 15 days after approval of the accounts). The accounting documents of merchants have to be filed within seven months of the end of the calendar year.

Do I have to file a complete or abridged balance sheet?
Small companies which are not publicly traded on a regulated market and which, on the closing date of the balance sheet, do not exceed the limits of two of the three following criteria:

• Balance sheet total: €4,4 million
• Net turnover: €8,8 million
• Number of staff members employed full time and on average during the financial year: 50

Can draw up their balance sheet in the abridged form.

Do I have to file a complete or abridged profit and loss account?
Medium-sized companies which are not publicly traded on a regulated market and which, on the closing date of the balance sheet, do not exceed the limits of two of the three following criteria:

• Balance sheet total: €17,5 million
• Net turnover:€35 million
• Number of staff members employed full time and on average during the financial year: 250

Can draw up their profit and loss account in the abridged form.

Do I have to file a complete or abriged version of the legal annex?
In general, where the law requires an annex to be drawn up, these must be filed with the RCS. For example, for companies subject to Title II of the amended law of 19 December 2002, the annual accounts comprise the balance sheet, the profit and loss account and the notes to the accounts: these documents form a whole. The notes to the accounts have to be filed and published in the same way as the balance sheet and profit and loss account. The criteria of size of the company fix the contents of the annex:

Small companies
Small companies which are not publicly traded on a regulated market and which, on the closing date of the balance sheet, do not exceed the limits of two of the three following criteria:

• Balance sheet total: €4,4 million
• Net turnover: €8,8 million
• Number of staff members employed full time and on average during the financial year: 50

Can establish abridged annex.

Medium-sized companies
Medium-sized companies which are not publicly traded on a regulated market and which, on the closing date of the balance sheet, do not exceed the limits of two of the three following criteria:

• Balance sheet total: €17,5 million
• Net turnover:€35 million
• Number of staff members employed full time and on average during the financial year: 250

Can establish semi-abridged annex.

Do I have to file a management report?
In general, when the law requires the establishment of such a report and if it is not available at the head office of the company, it has necessarily to be filed with the RCS. The companies concerned must have the following legal forms:

• SA, SAS, SARL-S, SARL, SECA, SE,
  
  
• Mutual insurance associations,
  
  
• SICAV, SICAV SE, SICAF, SICAF SE,
  
  
• Subsidiaries of foreign companies falling within the scope of Article 1300-10 of the amended law of 10 August 1915 on commercial companies,
• foreign companies governed by Articles 1300-5 et 1300-9 of the amended law of 10 August 1915 on commercial companies, with the exception of those which are not governed by the law of a Member State of the European Union and whose accounting documents are not established in a way equivalent to the accounting directives, if such an obligation exists under their national law,
  
  
• SENC and SECS of which all the associates with unlimited liability are S.A., S.à r.l or SCA or companies governed by foreign law having a similar legal form (Article 77 al.2 2° and 3° of the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies).

Nevertheless, companies not exceeding the size criteria prescribed in Article 35 of the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies, and which are not publicly traded on a regulated market, may not establish this report and in fact not file it with the RCS. For further information please click on the brochures available.

Do I have to file an audit report?
In general, when the law requires the establishment of such a report, it has necessarily to be filed with the RCS. This report is to be filed concerning:

• SA, SAS, SARL, SECA, SE,
  
  
• Mutual insurance associations,
  
  
• SICAV, SICAV SE, SICAF, SICAF SE,
  
  
• Cooperative companies and cooperative companies organized as SA,
  
  
• Subsidiaries of foreign companies falling within the scope of Article 1300-10 of the amended law of 10 August 1915 on commercial companies and foreign companies governed by Articles 1300-5 et 1300-9 of the amended law of 10 August 1915 on commercial companies, with the exception of those which are not governed by the law of a Member State of the European Union and whose accounting documents are not established in a way equivalent to the accounting directives, if such an obligation exists under their national law,
  
  
• SENC and SECS of which all the associates with unlimited liability are S.A., S.à r.l or SCA or companies governed by foreign law having a similar legal form (Article 77 al.2 2° and 3° of the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies).

For further information please click on the brochures available.

Can I do a corrective filing?
Documents included in the statutory accounts can be subject to a corrective filling. The corrective filing is intended to correct a previously filed document and remains subject to the general provisions on filings. The corrective filing can only relate to material errors and must mention in a precise way that it is a correction to a previously filed document as well as the filing refrence number of the previous filing.

In the event of a corrective filing, the statutory accounts, which may have to be prepared again on the eCDF platform, must be re-filed with the RCS administrator in their entirety.

Can the filing of invalid accounting documents be cancelled?
Any accounting document that has been the subject of a filing may only be returned on the basis of a judicial ruling issuing an injunction to the trade and company register (RCS).

Only accounting documents whose publication is prescribed by law are published in the RESA. As a general rule, accounting documents filed with the RCS are published in the RESA by a filing mention. However, there are several exceptions to the principle set out above, according to which accounting documents filed with the RCS must be published in the RESA:

• The balance of accounts included in the standard chart of accounts including the mapping table is not published.
  
  
• Small companies which meet the size criteria laid down in Article 35 of the amended law of 19 December 2002 and which do not make a public offering on a regulated market may not publish their profit and loss account, their management report and the report of the auditors of the buisness accounts.

The accounting documents of the following persons are not published:

• Economic interest groupings and European economic interest groupings, as well as their subsidiaries,
  
  
• Merchants and subsidiaries of foreign merchants, whose turnover excluding VAT exceeds €100,000,
  
  
• Corporate partnerships (sociétés en nom collectif) or limited corporate partnerships (sociétés en commandite simple), unless all the associates with unlimited liability are limited companies (S.A., S.à r.l or SCA) or foreign companies with a comparable legal form,
  
  
• Pension funds in the form of an ASSEP (association d'épargne pension),
  
  
• Pension funds in the form of an ASSEP with variable capital,
  
  
• 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 annual accounts are not Directives 78/660/EEC and 83/349/EEC or in an equivalent manner (Art. 1300-10 of the modified Act of 10 August 1915).

Which accounting documents to be filed with the RCS are not accessible to the public?
The law stipulates which documents filed with the RCS may be consulted by the public. Generally speaking, documents filed with the RCS but not published in the RESA are not available for public consultation. It should be noted, that there are a few exceptions to this principle.

• Annual accounts of the following persons are not available for public consultation:
  • Corporate partnerships (sociétés en nom collectif) or limited corporate partnerships (sociétés en commandite simple), unless all the associates with unlimited liability are S.A., S.à r.l or SCA or foreign companies with a comparable legal form,
    
    
  • Merchants and Luxembourg subsidiaries of foreign merchants, whose turnover excluding VAT is more than €100,000,
    
    
  • Economic interest groupings and European economic interest groupings and their subsidiaries , as well as their branches,pension saving companies with variable capital and pension savings associations,
    
    
  • 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 drawn up 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 meet the criteria of Article 35 of the amended law of 19 December 2002 and do not call for savings on a regulated market may choose not to publish the annual report, the report of the auditors of the buisness accounts and the profit and loss account and make them available to the public.
  
  
• Lastly, the balance of accounts included in the standard chart of accounts, including the mapping table, which has to be filed under Article 75 of the amended law of 19 December 2002, is not available for public consultation.

Why are certain accounting documents not available for public consultation?

• Public consultation and the list of documents available for public consultation are defined by law.
• The documents filed that are not available for public consultation are filings made for purely administrative purposes.

What is RESA?
RESA is the central electronic platform for official publications and replaces the “Mémorial C” as of 1 June 2016. This platform is placed under the authority of the Minister of Justice and is managed by the LBR.

Which publications appear in the RESA?
The documents filed with the RESA are deeds, extracts from deeds or information whose publication is required by law, concerning persons required to be registered in the RCS in accordance with Article 1 of the amended law of 19 December 2002, with the exception of public legal entities of the State and the municipalities.

When did the "Mémorial C" disappear?
All documents filed with the RCS for publication after 1 June 2016 were published in the RESA. Documents filed before 1 June 2016 but not yet published in the Mémorial C were published in the Mémorial C in accordance with the provisions applicable to the Mémorial C.

The Mémorial C and RESA thus coexisted during a transitional period until all documents forwarded before 1 June 2016 were published in the Mémorial C.

Do I have to be "logged-on" on the LBR website to access the RESA?
No. Access to the RESA portal on the LBR website does not require a connection. The access is free.

In what forms is the publication in the RESA carried out?
The publication in the RESA is carried out either in integrality, or by excerpt or by a filing mention, according to what the law provides.

• The publication in integrality is the complete reproduction of the deed or the document.
• The publication by excerpt corresponds to the publication of information required by law.
• The publication by filing mention corresponds to the publication of the subject and date of the deed or the document filed.

Are the documents filed with the RCS for publication subject to reformatting by the RCS administrator?
No. The document filed with the RCS is published in the form in which it was submitted for filing. However, standards are prescribed for the presentation of the documents to be published in order to ensure a degree of uniformity in official publication.
 

What standards apply to the presentation of publications?
Documents intended for publication have to:

• be submitted in PDF/A format (they must not contain images or have been scanned or processed by optical character recognition software (“OCR”),
• be presented in A4 format, drafted with the fonts commonly used in office automation,
• be drafted in black font on white background,
• a horizontal white area of at least 35 millimetres must be left at the top of the first page.

What information must be included in the header of the document to be published?
The header of the documents to be published must include the following information:

• the designation, company name or business name followed where appropriate by the mention of a court decision against the person or entity or of a voluntary liquidation,
• with regard to investment funds, the name of the fund, followed by the name of the management company,
• with regard to subsidiaries of legal persons governed by foreign law, the trade name of the subsidiary followed where appropriate by the name of the foreign company,
• the registration number,
• the legal form,
• the precise address of the registered office, or in the case of subsidiaries of a legal person governed by foreign law, the address of the subsidiary.

Is there a fee for publication in the RESA when filing with the RCS?
No. Publication in the RESA is free of charge.

Within what time frame is publication in the RESA carried out?
Publication usually takes place on the day the filing application is accepted by the RCS administrator. However, the applicant has the option of selecting a publication date within a period of 15 days from the filing date. In this case, the applicant must indicate the specific date on which they wish the document to be published with the RESA when submitting their filing application.

Which publications are automatically generated by the RCS administrator?
The RCS administrator generates:

• the filing mentions,
• the publication of resignations of authorized representatives, auditors of the buisness accounts and depositaries, the publication of the end of the domiciliation agreements,
• the publication of the extract concerning the appointment and termination of mandates of authorized representatives, auditors of the business accounts (Art. 100-13(1)1° LSC), and
• the publication of the extract concerning the appointment and termination of office of depositaries of private limited liability companies (sociétés anonymes) and partnerships limited by share (sociétés en commandite par action) pursuant to Article 430-6 LSC (Art. 100-13(1)1°LSC).

How is the publication by mention carried out and presented in the RESA?

• The RCS administrator generates the publication by mention, as part of the publication by mention process, from the information collected when the documents are filed.
• This mention thus generated takes the form of a line inserted in the journal of publications.

How is the publication of resignations carried out and presented in the RESA?

• The RCS administrator generates the publication based on the form completed by the applicant when filing the resignation with the RCS.
• The information contained in the form is extracted and resumed in a document generated by the RCS administrator for publication.

How is the publication concerning the termination of a domiciliation agreement carried out and presented in the RESA?

• The RCS administrator generates the publication based on the form completed by the applicant when filing the termination of the domiciliation agreement with the RCS.
• The information contained in the form is extracted and resumed in a document generated by the RCS administrator for publication.

How is the publication by extract prescribed by Article 100-13(1)1° LSC carried out and presented in the RESA?

• The RCS administrator generates the publication based on the form completed by the applicant when filing the modification with the RCS.
• The information contained in the form is extracted and resumed in a document generated by the RCS administrator for publication.

How can the RESA be consulted?

• The RESA can be consulted in form of a journal containing all publications made on a given day in a “ZIP” or “XML” format.
• The RESA can also be consulted as a dynamic journal listing all the publications made on a given day and providing links to these publications.

How do I search the RESA?

• A specific search functionnality is available on the LBR website.
• Searches can be made by registration number or by entity’s denomination/trade name.

Is consultation free of charge?
Yes. Consulting of the publications in the RESA is free.

What is REGINSOL?

• REGINSOL is a register containing information on insolvency proceedings that have been registered with the RCS in accordance with Article 13 points 4 to 12), 16) and 17) of the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies.
  
  
• This register therefore does not constitute a new database, but includes the data contained in the RCS, relating to judicial ruling and administrative decisions to dissolve companies.
  
  
• It is managed by Luxembourg Business Registers (LBR).
  
  
• REGINSOL can be accessed via the LBR portal through the menu Consultation.

What is the legal basis for REGINSOL?

• Amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies and amending certain other legal provisions (the 2002 law).
  
  
• Grand-Ducal regulation of 23 January 2003 implementing the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies.

What is the list of judicial rulings and administrative dissolutions without liquidation?
This is a list of court decisions and administrative dissolutions without liquidation entered in the RCS. It is available here.

A statement by type of decision is available in CSV or PDF format on a monthly basis. Each statement includes the trade name, the registration number of the entity against which a decision has been registered with the RCS, as well as information about the decision (judicial or administrative).

What is a certificate of non-existence of a judicial ruling or administrative dissolution (negative certification)?
A certificate of non-existence of a judicial ruling or administrative dissolution without liquidation ("negative certification") concerning a person registered with the RCS consists of the LBR issuing a document certifying that no ruling listed in Article 13 of the amended law of 19 December 2002 on the trade and company register and the accounting and annual accounts of companies is registered in the RCS in respect of that person.

How do I request a certificate of non-existence of a judicial ruling or administrative dissolution (negative certification)?
Such a certificate is available in electronic or paper format and must be ordered online from the RCS portal via the menu Order. Administrative fees are payable in advance.

What is the RBE ?

• The RBE is the database that stores the information on beneficial owners declared by the entities falling within the scope of the law of 13 January 2019 establishing a register of beneficial owners. This register is administered by the LBR, under the authority of the Minister of Justice.
  
  
• This register contributes to the principle of transparency of legal entities by ensuring that information on the beneficial owners of legal entities is kept and made available.

What is the legal basis for the RBE?

• Law of 13 January 2019 establishing a Register of beneficial owners ("the law of 2019").
  
  
• Grand-Ducal Regulation of 15 February 2019 on the procedures for registration, payment of administrative fees and access to information entered in the Register of Beneficial Owners.
  
  
• These texts came into force on 1 March 2019.

Which entities have to declare their beneficial owner(s) in the RBE?
The entities that must declare their beneficial owner(s) with the RBE are those registered with the RCS, with the sole exception of merchants as definded in Article 1 4 ° of the law of 2019.

Is the RBE available for consultation?

• While the RBE had been open to the public since 1 September 2019, public access to the RBE was suspended on 22 November 2022, following a judgment handed down by the Court of Justice of the European Union on the same date.
  
  
• Indeed, this judgment, delivered in joined cases C37/20 and 601/20, invalidated the provision of Directive 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing and Directives 2009/138/EC and 2013/36/EU providing "that Member States have to ensure that information on the beneficial owners of companies incorporated within their territory is accessible in all cases to any member of the general public".

Who has to be registered with the RBE?

• Article 1, paragraph 3 of the 2019 law defines the concept of ‘beneficial owner’ by referring to Article 1, paragraph 7 of the amended law of 12 November 2004 on the fight against money laundering and terrorist financing.
  
  
• Accordingly, every natural person who ultimately owns or controls the customer or every natural person for whom a transaction is carried out or an activity is carried out must be filed with the RBE.
  
  
• It is the responsibility of the entities subject to the 2019 law to identify their beneficial owners, whose identities must be declared with the RBE.beneficial owners.
  
  
• An explanatory brochure on the concept of beneficial ownership is available on the LBR website (Pdf, 943 Kb).

What information needs to be declared with the RBE?

Case where a beneficial owner has been identified
The law of 2019 lists the information to be declared with the RBE concerning beneficial owners:

• Name and first name(s),
• Nationality(ies),
• Date of birth (day, month and year),
• Place of birth,
• Country of residence,
• The precise private address or the precise professional address:
  • For Luxembourg addresses, the usual place of residence appearing in the national register of natural persons or, for professional addresses, the locality, street and property number appearing in the national register of localities and streets, as provided for by article 2, letter g) of the amended law of 25 July 2002 on the reorganisation of the administration of the cadastre and topography together with the postcode;
    
    
  • For foreign addresses, the locality, street and the building number as well as the postal code and country.
• The identification number provided for in the amended law of 19 June 2013 on the identification of natural persons, for persons registered in the national register of natural persons,
• The foreign identification number, for persons not registered in the national register of natural persons,
• The nature and extent of the economic interests held.held.

Case where no beneficial owner has been identified
If no beneficial owner can be identified, the natural person who holds the position of senior managing official must be registered with the RBE. All information listed above must be provided to the RBE, except for information relating to the nature and extent of beneficial interests held.

Case of publicly traded companies

• If the registered person falling within the scope of the 2019 law is a listed company, it is only required to declare with the RBE the name of the regulated market on which its securities are admitted to trading.
• Documentary evidence must be provided when filing with the RBE.

Who can file a declaration with the RBE?
Declarations and modifications with the RBE are made:

• by the registered person himself or
• by an authorized representative or
• by the notary who drew up the incorporating or amending deed of the legal entity or
• via the assistance desk made available to the public by LBR.

How is a declaration made with the RBE?
Declarations with the RBE are made online, via the dedicated RBE portal, using an electronic declaration form.

To access the online filing formalities, users must first authenticate themselves on the LBR website, either by means of a product issued by Luxtrust S.A. or a Luxembourg eID card, or by means of an eIDAS electronic certificate, offering at least a substantial level of security. For users who do not have an internet connection or who do not wish to undertake electronic procedures, an assistance desk is available on the LBR premises. Please note that there is a fee for this service (Pdf, 599 Kb). Anyone wishing to use the assistance desk must make an appointment by contacting the LBR Helpdesk on 26 42 81.

The declaration form lists in a structured and dynamic way all the information thqt the 2019 law requires to be filed with the RBE.

What documentary evidence should be submitted to the RBE?
In some cases, documentary evidence must be added to the declaration form:

• If the person to be registered with the RBE does not have a Luxembourg national identification number, a copy of an official document establishing their identity must be attached.
  
  
• This document must be accompanied by a translation into French, German or Luxembourgish, if the official document is not written in latin characters;
  
  
• If the person to be registered with the RBE wants to apply the exception foreseen in Article 15 of the law of 2019, whereby their data is not available for public consultation, the request to limit access to the data must be duly justified.
  
  
• If the entity is a listed company, a document certifying that the company is listed on a regulated market that is subject to disclosure requirements compatible with European Union law or equivalent international standards that ensure adequate transparency for companies ownership information.

What are the deadlines for filing a declaration?
In general, the filing of beneficial ownership must be made within one month from the date on which the registered entity subject to the 2019 Law has taken note or should have taken note of the event requiring registration or modification. With regard to the implementation of the RBE, the entities covered by the 2019 law have a period of six months from the entry into force of the law to declare their beneficial owners with the RBE.

What fees are applicable to declarations?
The applicable fees, corresponding to administrative costs (Pdf, 599 Kb), are determined by Grand-Ducal regulation.

What is an extract from the RBE?
An RBE extract is a document issued by the RBE administrator that contains the information recorded with the RBE for an entity. The extract reflects the current status of the recorded information.

What is a certificate of non-existence of beneficial owners?
If no information has been declared with the RBE for an entity, it is also possible to order a certificate attesting this fact.

How to order an extract or a certificate with the RBE?

• The order of an extract or a certificate is made on the LBR website.
  
  
• Administrative fees have to be paid in advance.
  
  
• Following the ruling handed down by the Court of Justice of the European Union on 22 November 2022, only professionals subject to the amended law of 12 November 2004 on the fight against money laundering and terrorist financing, and who have signed an agreement with LBR, may order an RBE extract or a certificate of non-existence of beneficial owners.
  
  
• Any entity registered with the RCS that has filed a declaration with the RBE can also order an RBE extract for its own file only, using a code sent to them by LBR following its registration with the RCS. Further information on how the user can use this access code is available here.

How are the extracts and certificates issued by the RBE signed?
Extracts and certificates may be issued in electronic or secure paper format and therefore include the administrator's electronic or handwritten signature.

Any PDF file may easily be converted into a PDF/A format using the software used to generate the PDF file in the first place. For any further information, please refer to your standard user guide with regards to the software used to generate your PDF files.

Saving a "text" file in PDF/A format
Most commonly used office applications, such as OpenOffice. LibreOffice or Microsoft Office, feature a saving option in PDF/A format. Adobe Acrobat or any other conversion tool featuring the PDF/A format may also be used to achieve this. Further information on how to create a file in PDF/A format is available here.

The transfer of a PDF/A is not accepted by the RCS:

• If the document is to be published, you must convert the document to PDF/A format using Word or Writer. In this case indeed, no scanned document can be accepted.
  
  
• These documents must not be signed.
  
  
• Only certain fonts are supported:
  Arial, Calibri, Courier, Times New Roman, Helvetica, Source Sans Pro, and to ensure acceptance of predefined bullets, and only for this purpose, Wingdings and Symbol fonts are also accepted.
  
  
• For other documents, it is necessary to respect following rules:
  • Less than 20 Mb,
  • Refusal of annotations and multimedia content,
  • Refusal of scans in color and greyscale,
  • Image resolution (black and white) must lie between 200 dpi and 300 dpi.
  • CCITTFaxDecode is the only authorized filter on scanned documents.
  • Integrated images of less than 70 dpi are not accepted.
  • Picture maximum size cannot exceed 160 Kb,
  • Limitation of page size to A4 format,
  • The maximum number of items per table is 8,190.
• If you scan a document, select black and white with a minimum resolution of 200 dpi and a maximum of 300 dpi, original document in text mode.
  
  
• If you are sure that your PDF document complies with the PDF/A standard and respects the limitations listed above, but you still get the error message “The filed document is not in compliance with PDF/A standard” please contact the LBR Helpdesk to get more information about the reason for refusal.

The transfer of a PDF/A is accepted by the RCS:
This means that the document is PDF/A compliant and was adjusted to meet LBR’s acceptance criteria. These adjustments are purely technical and do not in any way affect the structure or contents of the submitted document.

The recommended standard programmes for using LBR services are as follows:

• Acrobat Reader DC
• Latest version of Luxtrust Middleware
• Windows OS 32-bit and 64-bit versions
• Mac OS 10.9 or higher
• Latest version of Microsoft Edge, Mozilla Firefox, Google Chrome, Safari browsers

You have to install the latest version of Luxtrust middleware.
Disable the popup blocker features (Pdf, 900 Kb) in your browser.

• Activate the Adobe Reader module
• Check your Adobe Reader or Acrobat versions (9 and higher).
• Check whether your browser is Acrobat Reader-compliant.
• Deactivate all pop-up blockers.

When using a browser to view a PDF file, the toolbar is not displayed properly / the  button is not displayed:

• Check that the PDF file is actually opened with the Adobe Reader programme.
• You may save the document using the "Shift+Ctrl+S" shortcut.
• The toolbar may only be hidden:  try displaying it using the "F8" key.
• Uninstall Adobe Reader and reinstall it.

First step:
The first step is to configure Adobe Reader so that it can find the various certification authorities defined in your operating system (Windows) and verify the signatures when a document is opened:

• Select the "Edit" – "Preferences" menu.
• Having selected the "Security" option on the left, check the "Verify signatures when the document is open" box. This option is activated by default.
• Click on "Advanced Preferences".
• In the "Windows Integration" tab, check all three boxes and confirm with "OK" button.

Second step:
The second step is to open the electronically signed document. Following the previous configuration, the electronic signature is automatically verified upon opening of the document. Based on the icons displayed in the signature area, you will know if the signature is valid or not:

• Confirms that the signature is valid.
• Indicates that the signature is not valid. Such is the case when, for example, the certificate used to sign the document had expired when the signature was affixed.
• Indicates that the document has been modified after the signature was affixed.
• Indicates that the signature could not be verified. It is the case, for example, when the certificate used to sign the document did not belong to your “Trusted Identities”, or in the event that Adobe Reader is not set up to retrieve all certification authorities as specified within your operating system (Windows), etc.

The payment process takes place in two steps and requires the use of a VISA or MasterCard payment card:

Authorization

• The customer authorises LBR to debit the amount indicated in the details of the services requested.
• The amount indicated in your cart will be debited by LBR if LBR is able to process all the requests in your order. This amount is the subject of a reservation on the credit card provided.

Debit

• LBR debits the total amount upon complete processing of the order.
• The total order amount will only be debited once all individual requests have been processed as part of the order. The total amount to debit may be less than initially required in the event that the LBR was unable to approve all your requests. 

A receipt of payment is available as a PDF file for each order as soon as the latter has been completely processed. An order is completely processed once all requests contained therein have been handled, independently from the LBR final answer (“Processed” or “Rejected”). The receipt can be downloaded form My Account - My invoices and receipts. The receipt lists all debited amounts. For a same order, the receipt total amount may thus differ from the initial amount as mentioned on the purchase order. As for the other documents, the receipt is made available for a limited period of 20 calendar days.