On 1 June 2016 the act dated 27 May 2016 overhauling the Luxembourg legal publications’ regime applicable to companies and associations entered into force. The reform reduces the administrative burden and costs applicable to the paper-based approach of the former regime. In addition, the new system (constituting one of the practical applications of the Digital Luxembourg initiative) is much simpler, more efficient and faster than the former system.
The reform is based on two essential pillars: the creation of an online legal publication platform and the rationalisation of the publication process.
The main aspects of the reform are as follows:
1.RESA: A new online legal publication platform
As of 1 June 2016 a new online platform called Recueil électronique des sociétés et associations, “RESA” in short, will replace the Official Gazette also known under the name of Mémorial C, Recueil des Sociétés et Associations.
Publications made prior to 1 June 2016 under the former regime in the Mémorial C will not be shown in the RESA and will need to be consulted in the Mémorial C as in the past.
The RESA is fully integrated with the website of the Luxembourg trade and companies register (RCS) and may be accessed online and free of charge. As the RCS filing process is now made 100% online, the relevant corporate documents are published automatically and almost immediately in the RESA.
Publications may be made any calendar day of the year including holidays and weekends.
In principle, the publication date corresponds to the date of the filing of the documents with the RCS. However, a specific publication date may alternatively be chosen provided that the publication date is within 15 days from the filing date. Exceptions to the 15-day period exist for convening notices for shareholder and bondholder meetings to the extent they have to be filed with the RCS.
2.All FCPs to be registered with the RCS
All Luxembourg FCPs (Fonds Commun de Placement, investment funds without legal personality operated by a management company) are now required to be registered and certain information applicable to FCPs needs to be published with the RCS, regardless of the location of their management company in Luxembourg or abroad. From 1 June 2016, existing FCPs have six months to comply with the new requirements (ie they must be registered by 30 November 2016 at the latest).
3.Higher fees for late filing of standalone and consolidated accounts as from 1 January 2017
Alongside the reform, a Grand-ducal regulation dated 27 May 2016 has introduced a gradual fee system applicable to late filings of both standalone and consolidated annual accounts.
The delay and the corresponding payable fees will be computed from the date of close of the financial year, with a standard flat fee of EUR19 payable where the accounts have been filed in a timely manner, ie before the expiry of a seven-month time period from the date of close of the financial year. For instance, entities which will close their financial year on 31 December 2016 will be charged a EUR19 fee if their annual accounts are filed no later than 31 July 2017.
In the case of a late filing, the fee payable will gradually increase depending on how late the annual accounts will ultimately be filed, to reach a maximum of EUR500 where the accounts have not been filed within 11 months following the end of the financial year.
Assuming a financial year closing on 31 December 2016, the following timeline provides for an overview of the fees which will be charged for the filing of standalone and consolidated annual accounts:
Each of the standalone and consolidated annual accounts is subject to a separate filing fee and late filings of such accounts will consequently trigger duplicate (late) filing fees.
The new regulation will not be applicable to filings made in 2016 but only to filings of financial information made on or after 1 January 2017.