The concept of business does not have a universal definition. In order to identify the accounting obligations of businesses, the law is referring to the list of undertakings in the commercial code.
The requirement for bookkeeping and drawing up an annual account applies to all businesses within the meaning of the commercial code.
This list allows to disregard businesses which are not concerned by the general obligations and which may fall under a specific or simplified regime.
For businesses subject to the general accounting rules, the different legal obligations (as detailed in specific information sheets) may vary and can be determined according to certain criteria, such as the size of the business, its legal form, its place of establishment, the sector of activity, the issue of securities, the notion of public interest, etc.
Who is concerned
The obligation to keep appropriate accounts and draw up an inventory concerns the following undertakings:
- natural persons established as traders;
- commercial companies with legal personality, i.e.:
- public limited companies (société anonyme - SA);
- simplified shareholder companies (société par actions simplifiées);
- European companies (societas Europaea - SE);
- limited liability companies (société à responsabilité limitée - SARL);
- simplified limited liability company (société à responsabilité limitée simplifiée - SARL-S);
- cooperative company (société cooperative - SCOP);
- limited partnerships (société en commandite simple - SCS);
- partnership limited by shares (société en commandite par actions - SCA);
- partnership (société en nom collectif - SENC);
- the branch offices of companies established abroad;
- European economic interest groupings (EEIGs);
- economic interest groups under Luxembourg law (EIG).
Hence, commercial companies without legal personality are excluded, i.e.:
- temporary commercial companies;
- commercial holding companies.
How to proceed
The company's accounts must be kept in accordance with a system of books and accounts that complies with the general rules of double-entry accounting.
The law does not require computerised accounting, but the accounts must be:
- complete, and cover all transactions;
- all book entries must be made without delay and in an accurate manner.
The requirements for filing accounting documents with the Trade and Companies Register (RCS) are different if the company uses the standard chart of accounts (plan comptable normalisé - PCN). In this case, it must first use the platform for electronic gathering of financial data (eCDF).
The documents must be kept for:
- 10 years; or
- 5 years in the event of liquidation.
Preservation place and format of the documents
With respect to accounting documents, these may be kept either in electronic format or in paper format.
The place of preservation of documents must be Luxembourg.
In commercial matters, properly kept business records may be admitted by the judge as evidence in a dispute between traders.
Standard chart of accounts
All Luxembourg businesses are, in principle, required to produce annual accounts in accordance with the standard chart of accounts.
The standard chart of accounts (plan comptable normalisé - PCN) ensures that all businesses apply the same accounting structure. It thus:
- reduces businesses' reporting requirements vis-à-vis the authorities;
- simplifies the analysis of their financial situation by their partners (auditors, banks, suppliers, etc.).
After the close of the financial year, businesses must:
- prepare and approve their accounts in electronic format on the platform for electronic gathering of financial data (eCDF);
- before filing them electronically with the Trade and Companies Register (RCS).
However, certain businesses are not subject to the standard chart of accounts (namely sole traders, partnerships (SENC) and limited partnerships (SECS) with a total annual turnover of less than EUR 100,000 excl. VAT).