The Trade and Companies Register (Registre de commerce et des sociétés – RCS) is a register containing information about traders and companies which is required, by law, to be disclosed and published.

The required information is published on an online platform known as the RESA (the French acronym for "Electronic Compendium of Companies and Associations"), which has replaced the former "Mémorial C" system.

The information serves to identify the trader or company, and includes particulars such as: the company's articles of association, its rules of procedure, the liability of its directors and officers, and the company accounts. The information that the trader/company will be required to disclose for publication depends on the legal form of the business, its size and its sector of activity.

Any subsequent amendments to the information that was initially published must also be filed with the RCS for publication.

Indeed, any such amendments (including corrections) must be filed insofar as they are intended to supplement or correct information already filed with the RCS.

Who is concerned

Any individual, company or association that must be registered with the RCS.

Preliminary steps

To file a correction, there must be a previous filing containing a material error.

To file an amendment, there must have been a change in the information previously filed with the RCS.

Deadlines

All registrations, filings and relevant communications must be made within one month of the triggering event.

Costs

Registration and filing fees are available on the RCS rates (Tarifs du RSC) page.

Payments are generally made online, but may exceptionally be made in cash at the Luxembourg Business Registers (LBR) reception desk.

The fees apply to each individual filing. However, in the case of regular and recurrent filings, it is possible to apply to the LBR for monthly invoicing.

For filings made at the LBR reception desk, an additional filing fee will be charged as follows:

• + EUR 20 to register a non-profit association (ASBL), a foundation, an agricultural association or a 'natural-person' trader;
• + EUR 10 for any other filings for an ASBL, foundation, agricultural association or 'natural-person' trader;
• + EUR 80 for all other filings.

How to proceed

Documents/information that must be filed with the RCS

The following documents and/or information, as well as any amendments/corrections thereto, must be filed with the RCS:

• extracts of legal instruments establishing the appointment and dismissal of directors, managers, administrators and auditors;
• liquidation, and the name of the liquidator;
• the name of the person making the filing (in the case of an SA);
• certain legal decisions;
• the company’s articles of association;
• the annual financial statements.

The specific forms to be used for the amendment and correction filing procedures can be found on the LBR website.

The documents/information must be filed online.

Filings may be made:

• on one's own behalf;
• by a representative;
• by the notary who produced the legal instrument;
• by the Chamber of Commerce (Chambre de commerce);
• by the Chamber of Skilled Trades and Crafts (Chambre des métiers);

Registrants may apply for an appointment with the LBR's filing assistance office (bureau d'assistance au dépôt) for help with filing their private deeds.

Filing corrections with the RCS

Corrective filings are permitted only for corrections of material errors.

The corrective document must clearly indicate that its purpose is to correct a previously filed document.

The reference details of the filing being corrected must appear on the corrective document.

Corrective filings are permitted for accounting documents.

Filing amendments to private deeds

When filing amendments to private deeds, care should be taken to use the correct filing information form. The forms can be found on the LBR website and contain information on what must be provided, depending on the legal form of the company.

There are 8 types of filings:

• registration;
• amendments;
• removals / deregistrations;
• changes in legal form;
• insolvency;
• foreign procedures;
• resignations of company officers, auditors and permanent representatives;
• domiciliation agreements;

Once the filing is completed, the applicant will receive an electronic receipt. Amendments to the articles of association must also be made in writing and the coordinated articles of association must also be filed with the RCS.

Notarial instrument

The hard-copy originals of notarial instruments must first be registered by the notary.

The notary must then file the instrument electronically with the RCS for publication at the latest one month after the signature of the articles of association.

Once the filing is completed, the applicant will receive an electronic receipt.

Legal decisions

When their filing and publication is required by law, legal decisions regarding registered persons must be filed in extract form. A filing must be made for each registered person referred to in the decision.

Consultation

After the instrument has been filed with the RCS, it will be published in the RESA:

• on the day of filing; or
• on a date set by the registrant at the time of filing, which must be within 15 days of filing.

Once filed, articles of association / extracts of articles of association can be consulted:

• either in the 'Search' section on the website of the LBR;
• or in the RESA (Electronic Compendium of Companies and Associations).

The instruments only become legally binding on third parties after their publication in the RESA.

Forms / Online services

Who to contact