The Luxembourg Chamber of Deputy has adopted on 10th May 2016 a law implementing the third[1][2] and last steps towards the modernization of the Luxembourg Register of Commerce and Companies (Registre du Commerce et des Sociétés, Luxembourg, (RCSL) initiated in 2003 (the Reform).
The main aspects of this Reform are as follows:
1. RESA to replace Mémorial C
The Luxembourg well-known Mémorial C will be abolished and replaced by the “nouveau recueil électronique des sociétés et associations” (new electronic collection system of companies and associations).
This new electronic platform, which will be called “RESA”, will be available on the RCSL website starting June 1st 2016. Publications transmitted to RESA will no longer be reformatted nor transformed, leading to faster publications and free of charge.
2. New timing for publication and costs
The main rule will be very simple and based on the following principle: the publication date is the date of the filing of the documents with the manager of the RCSL.
Pursuant to the reform, in the future, applicants will be allowed to determine a precise date of publication, which, however, may not exceed fifteen (15) days as from the filing date.
Exceptions are provided for convening notices for general meetings of shareholders:
For ordinary and extraordinary general meetings, convening notices will be filed with the RCSL before being published by mean of RESA and applicants will have to indicate the sole date or the two (2) dates, depending from the case, at which the publication(s) will need to be published;
For listed companies, for which the convening notices for general meetings are only published once within the timing indicated by the company law.
All publications (including annual accounts and coordinated articles of association) will be available for consultation, free of charge, via the RCSL website.
For the avoidance of doubt, all archives published on Mémorial C will remain available for consultation via the RCSL website and a specific link created therefore.
3. New registration obligationg for all FCPs
Further to the Reform, a new obligation of registration will apply to all Luxembourg FCPs (fonds communs de placement), which will have to be registered with the RCSL via “RESA”, regardless the location of their management companies.
All FCPs will have six (6) months as from June 1st 2016 to comply with this new requirement.
4. Increase of costs for late filing of annual accounts
As from January 1st 2017, filing costs will significantly increase in the event of the late filing of the annual and consolidated accounts.
The deadline for filing will be calculated as of the closing date of the financial year. Starting from the eight (8) months after such closing date, the costs will be increased to reach a maximum of EUR five hundred (500) after four (4) months delay.
5. Transitional provisions
Mémorial C will keep existing until all documents transmitted for publication before June 1st 2016 have been published, which should occur before August 31st 2016 at latest.
Please do not hesitate to contact us should you require any further information.
[1] First step refers to the law dated December 19th 2002 concerning the register of commerce and companies as well as accounting and annual accounts of companies (Mémorial A, n°149, December 31st 2002).
[2] Second step refers to the law dated April 20th 2009 relating the electronic filing to the register of commerce and companies and the Grand-Ducal decree dated April 22th 2009 (Mémorial A, n°80, April 27th 2009).
