The Luxembourg Business Registers (LBR) is an economic interest group (EIG) whose members include:
- the Luxembourg state;
- the Chamber of Commerce;
- the Chamber of Skilled Trades and Crafts.
The LBR is under the supervision of the Minister of Justice, and is in charge of the management of:
- the Trade and Companies Register (Registre de commerce et des sociétés - RCS);
- the Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE);
- the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA).
The RCS is the official business directory which allows to identify the persons whose registration or subscription is required by law. The RCS contributes to more safety in business transactions by providing information to third parties.
Certain companies are required to lodge their annual accounts online with the RCS and to indicate the lodging of said accounts in the RESA.
The information subject to publication in the RESA is determined by law.
Lodging accounting information with the RCS does not mean that said information is accessible to the public in its entirety in the RESA.
Who is concerned
The annual accounts of the following companies must be lodged with the RCS:
- capital companies (SA, SARL, SECA, SCOP, SE);
- partnerships (SENC and SCS) and traders established as natural persons with an annual turnover excluding VAT in excess of EUR 100,000;
- Luxembourg branch offices from foreign companies (except credit institutions and insurance and reinsurance companies);
- groups (EIG, EEIG) or branch offices of groups.
Specific rules apply to the following types of companies:
- investments companies;
- financial holding companies;
- insurance companies;
- pension insurance companies.
The company must first be registered with the RCS.
Unless they are allowed to use IFRS, businesses who file their accounts must:
- produce their annual accounts in accordance with the standard chart of accounts (plan comptable normalisé - PCN), where applicable;
- prepare and validate their annual financial statements on the platform for the electronic gathering of financial data (eCDF platform) before lodging them with the RCS.
Other types of businesses only need to lodge their annual accounts with the RCS directly.
After the lodging of the accounts with the Trade and Companies Register (RCS), the filing notification of the accounts is published in the RESA:
- on the day of the lodging; or
- on a date set in advance chosen by the person requesting the publication, within 15 days from the lodging.
The costs for registration and lodging are available on the website of the Luxembourg Business Registers (LBR).
Payment is usually carried out online, but may exceptionally be made in cash at the helpdesk of the Luxembourg Business Registers (LBR).
The publication of documents in the RESA is free of charge.
The costs are due on an individual basis for each account registered. However, in the case of regular and recurrent registrations, it is possible to apply for approval in order to receive a monthly invoice from the LBR.
The consultation of the RESA can be done online, it is freely accessible and does not require an authentication procedures. Its consultation is free of charge.
How to proceed
As a general rule, the accounting documents which need to be lodged with the RCS are only those provided for by law.
Each business subject to the establishment of annual accounts has to lodge these documents with the RCS.
However, simplification procedures have been put in place for certain companies.
A company subject to the lodging of their annual accounts is not necessarily subject to the publication of their accounts in the RESA.
Publication and consultation of the accounts in the RESA
In principle, the accounting documents lodged with the RCS are only published in the RESA with a filing notification.
However, there are certain exceptions to this principle. The documents lodged which cannot be consulted by the public are those which are lodged for administrative purposes only.
The balance of the accounts as recorded in the standard chart of accounts (PCN) is not published.
A particular regime is addressed at small enterprises that are not resorting to public offerings on a regulated market and that meet 2 out of the 3 following criteria on business size requirements:
- balance sheet total: EUR 4.4 million;
- net turnover: EUR 8.8 million;
- average number of full-time employees: 50.
These businesses may decide not to publish their:
- profit and loss accounts;
- management report;
- report from the person responsible for auditing the accounts.
In addition, the accounting documents of the following businesses are not published either:
- Economic interest groups (EIG), European economic interest groupings (EEIG) as well as their branch offices;
- traders established as natural persons and branch offices of foreign traders established as natural persons and whose turnover of the last financial year, excluding VAT, exceeds EUR 100,000;
- partnerships (sociétés en nom collectif - SENC) and limited partnerships (sociétés en commandite simple - SCS), except where all partners are jointly and severally liable and are established as an SA, SARL or SCA or businesses under foreign law with a comparable form;
- pension savings associations;
- variable capital pension savings companies;
- Luxembourg branch offices of foreign companies, with the exception of companies established outside of the European Union with a comparable legal form.
The filing notification is materialised through a new row inserted in the Electronic Compendium of Companies and Associations (RESA).
The filed annual financial statements can be consulted, except if otherwise provided for by law, in PDF format under the section "Consulter une personne" on the RCS website.
The filing of accounts only becomes legally binding on third parties after their publication in the RESA.