Registration and modification of the articles of association with the RCS

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Summary:

If you have established a new company in Luxembourg, you must register it by filing its articles of association with the Trade and Companies Register (RCS).

Dépôt électronique auprès du RCS

In order for the existence of your newly created company in Luxembourg to be binding on third parties, you must register it with the Trade and Companies Register (Registre de commerce et des sociétés - RCS).
This involves:

  • filing your memorandum of association (also known as 'articles of association') with the RCS; and
  • publishing it in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA).

If you wish to amend your articles of association, you must also publish the corresponding change.

Who is concerned

All companies are required to submit their articles of association and subsequent amendments to the RCS for publication.

Prerequisites

You are required to have drawn up the articles of association for your company, and any amendments:

If you so wish, you may sign your articles of association before a notary even if it is not legally required to do so by the chosen form of your company. In such a case, the notary will take care of the registration formalities.

You do not require a business permit in order to register your company. However, you are advised to ensure that the person responsible for managing or directing your company fully complies with the conditions of access to the profession, if the intended activity is subject to:

Deadlines

You must file the private deeds (i.e. those signed with no notary present) within a month of their signature.

The notary must register the deeds signed in their presence with the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA - AED) within 15 days of their signature.

Costs

You can view the applicable fees, which are administrative expenses, on the RCS website.

You can pay:

You must pay the fees for each filing individually. However, in the case of regular and recurrent filings, you can apply to the LBR for monthly invoicing.

If you file your document at an LBR helpdesk, the fee will be increased by the following amounts:

  • EUR 20 to register a non-profit association (ASBL), a foundation, an agricultural association or a natural person established as a trader;
  • EUR 10 for the filing of any other documents from an ASBL, foundation, agricultural association or natural person established as a trader;
  • EUR 80 for the filing of any other documents.

How to proceed

Filing

You must file the articles of association and any amendments drawn up as private documents with the RCS electronically. To do so, you will need a LuxTrust product.

You must attach the following documents:

  • the duly-completed requisition form generated by the electronic file deposit system;
  • the instrument (or an extract thereof) in PDF/A format.

If required, you can make an appointment at the offices of the Luxembourg Business Registers (LBR). LBR staff at one of the helpdesks will help you to file your articles of association.

Once you have filed your articles of association, you will be sent an electronic receipt.

The articles of association, as well as any other document drafted as a private deed intended for publication in the electronic compendium of companies and associations (Recueil électronique des sociétés et associations - RESA) and submitted for filing with the RCS, must be written in one of Luxembourg’s 3 official languages:

  • Luxembourgish;
  • French; or
  • German.

You may attach a translation into another official language of the European Union (EU) as a supplement.

After registering your company with the RCS, you must then register for value-added tax (VAT) with the Registration Duties, Estates and VAT Authority (Administration de l’enregistrement, des domaines et de la TVA - AED).

The notary must:

  • submit the original articles of association, as a hard copy, for registration; and
  • then file them electronically with the Trade and Companies Register (RCS) for publication purposes.

Once the document has been filed, the notary will be sent an electronic receipt.

Form for filing documents

The forms for the filing with respect to the RCS and the Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE) are available only in French and German. You must also complete them in one of these 2 languages.

Publication and consultation of the articles of association

Your company's articles of association are published in the Electronic Compendium of Companies and Associations (RESA):

  • on the date on which they are filed with the Trade and Companies Register (RCS); or
  • on a date selected by you when making your filing application, within 15 days of the filing date.
Form of publication
Articles of association published in full Articles of association published in extract form
Public limited companies Partnerships
European companies Limited partnerships
Partnerships limited by shares Family-owned civil companies
Limited liability companies  
Cooperative companies  
Civil companies  

You can view the published articles of association:

The filing of articles of association only becomes legally binding on third parties after their publication in the RESA.

Amendment

If you wish to amend your articles of association, you must record the amendments in writing and file a coordinated version of the articles of association with the RCS.

Online services and forms

Online services

Dépôt électronique auprès du RCS

Who to contact

Luxembourg Business Registers (LBR) Diekirch Office

Address:
Bei der Aaler Kirch - Place Joseph Bech L-9211 Diekirch
B.P. 20 / L-9201
Phone:
(+352) 26 42 81
Only on Monday by appointment.
Fax:
(+352) 26 42 85 55
Website:
https://lbr.lu

Contact form

Luxembourg Business Registers (LBR) Luxembourg Office

Address:
31, Avenue de la Gare L-1611 Luxembourg
L-2961 Luxembourg
Phone:
(+352) 26 42 81
Monday-Friday from 9.00 to 12.00 and from 13.30 to 16.00 /Registration helpdesk only by appointment.
Fax:
(+352) 26 42 85 55
Website:
https://www.lbr.lu/
Closed ⋅ Opens at 9.00
Friday:
9.00 to 12.00 and 13.30 to 16.00
Saturday:
Closed
Sunday:
Closed
Monday:
9.00 to 12.00 and 13.30 to 16.00
Tuesday:
9.00 to 12.00 and 13.30 to 16.00
Wednesday:
9.00 to 12.00 and 13.30 to 16.00
Thursday:
9.00 to 12.00 and 13.30 to 16.00

Contact form

Related procedures and links

Procedures

Links

Further information

Legal references

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