Today the Luxembourg Parliament adopted a reform of the legal publication regime in respect of commercial companies. The reform will apply as from 1 June 2016. This reform is the third and final pillar of the modernisation of the Trade and Companies’ Register (Registre de Commerce et des Sociétés (RCS)) started in 2003. In addition, the RCS issued a circular letter in March setting out and clarifying the main amendments of the reform. Some explanation by Arendt&Medernach.

The reform is aimed at reducing unnecessary administrative burdens and creating a one stop-shop for legal publications. This newsflash provides a short overview of the reform focusing on the main aspects that may impact your day-to-day business.

RESA to replace Mémorial C

The Mémorial C will be replaced by “RESA”, an electronic platform that will be available on the RCS website as from 1 June 2016. Publications will be free of charge, automatic and faster. All publications can be consulted free of charge via the RCS website.

Shorter deadlines for publication

In principle, the publication date is the date of the filing of the documents with the manager of the RCS. In addition, the reform will also enable applicants to determine a precise date of publication which may not exceed fifteen (15) days as from the filing date. Convening notices for general meetings of shareholders must be filed with the RCS before being published via RESA. In practice, when filing the convening notice with the RCS, applicants will indicate the dates on which convening notices shall be published.

All FCPs to be registered with the RCS

Irrespective of the location of their management companies, all Luxembourg FCPs (fonds communs de placement or common funds) must be registered with the RCS via “RESA”. FCPs will have six months as from 1 June 2016 to comply with this new requirement (i.e.: registration must take place at the latest by 30 November 2016).

Increase of costs for late filing of annual accounts

In the event of the late filing of the annual accounts, filing costs will increase as from 1 January 2017. More specifically, in the event of a filing as from the seventh month following the closing date of the financial year, 50 euros will be charged. From the eighth month to the eleventh month following the closing date of the financial year, 200 euros will be charged. As from the twelfth month following the closing date of the financial year, 500 euros will be charged.

Transitional provisions

It should be noted that the Mémorial C will only cease to exist once all documents transmitted for publication before 1 June 2016 have been published.

Laurent Schummer
Partner, Corporate Law,
Mergers & Acquisitions
laurent.schummer@arendt.com

Pierre Beissel
Partner, Private Equity
& Real Estate
pierre.beissel@arendt.com