Luxembourg simplifies its legal publication system

Luxembourg is aiming in reducing the administrative burdens. As part of this project, it has been modernizing the Luxembourg Trade and Companies Register ("Registre de Commerce et des Sociétés" - "RCS"). The last step of this modernization was to simplify the legal publication system. This new system took effect as of 1 June 2016, on which date the Law of 27 May 2016 came into force.

Prior to 1 June 2016, legal notices about Luxembourg companies and associations were published in the Mémorial C of the Luxembourg Official Gazette, after being filed with the RCS.

As from 1 June 2016 onwards, the Mémorial C is replaced by an electronic centralized platform called Receuil Electronique des Sociétés et Assocations ("RESA"), falling under the authority of the Ministry of Justice. All publications, such as annual accounts and articles of association, will be accessible via the RCS website and free of charge (www.rscl.lu).

A publication fee, in addition to the filing fee, will no longer be charged. Also, the date of publication will in principle coincide with the date of registering the document(s) at the RCS. Under the old system, usually some days (if not weeks) were lying between registration and publication. In addition, one can determine a date for publication as long as this date lies within 15 days of registration.

The new law also introduces further simplifications or new requirements to information that has to be provided in registration at the RCS. Such, for instance, concerns new rules on the registration of FCP's (fonds communs de placement); uniformed rules on the registration of legal entities that have a certain function with respect to a registered entity (e.g. as board member); amended rules on the registration of capital of companies with a variable capital.

As a transitory measure, documents filed before 1 June 2016 but not yet published, will still be published in the Mémorial C. The Mémorial C can also still be consulted for publications dated prior to 1 June. These prior publications can also be found via RESA.

Last but not least, late filing fees will be applied as from 1 January 2017 for the late filing of annual or consolidated accounts at the RCS. Accounts have in principle to be deposited within seven months after the end of the financial year. The late filing fees will be as follows:

• EUR 50 as from the 7th month after the financial year end;
• EUR 200 between the 8th and 11th month after the financial year end;
• EUR 500 as from the 12th month after the financial year end.

Certain entities are excluded from the above late filing fees, such as pension savings associations and pension savings companies with a variable capital for which the deposit is optional, special limited partnerships, non-profit associations, foundations and agricultural associations.