Luxembourg

Financial Reporting Obligations for Companies in Luxembourg

1. Registry for Submitting Financial Statements

Companies in Luxembourg must submit their financial statements (annual reports) to the Registre de Commerce et des Sociétés (RCS) (https://www.rcsl.lu). The RCS is responsible for the registration and management of companies’ annual reports. Submissions can be made through the online platform Luxembourg Business Registers (LBR) (https://www.lbr.lu).

2. Legal Forms Obliged to Publish Financial Statements

In Luxembourg, certain legal forms are required by law to publish their financial statements (annual reports). Below is the list of legal forms that must comply with financial reporting obligations, along with those that are not obliged. The terms are presented in local language (Luxembourgish/French) along with English translations.

Legal Forms Obliged to Publish Financial Statements:

  • Société à responsabilité limitée (S.à r.l.) – Limited Liability Company. Must submit annual financial statements to the RCS.
  • Société anonyme (S.A.) – Joint Stock Company. Mandatory submission and auditing of annual financial statements.
  • Société en commandite par actions (SCA) – Partnership Limited by Shares. Must submit and audit financial statements depending on the thresholds.
  • Société en nom collectif (SNC) – General Partnership. Submission required; auditing contingent on thresholds.
  • Société en commandite simple (SCS) – Limited Partnership. Submission required; auditing dependent on thresholds.
  • Société coopérative (SC) – Cooperative Company. Submission required if size thresholds are met.
  • Société européenne (SE) – European Company. Required to submit and publish to the RCS and undergo auditing if thresholds are exceeded.
  • Société civile (SC) – Civil Company. Submission required if engaged in commercial activities.

Legal Forms Not Obliged to Publish Financial Statements:

  • Entreprise individuelle – Sole Proprietorship. Not required to submit to the RCS but must maintain records for tax purposes.
  • Association sans but lucratif (ASBL) – Non-profit Association. Not required unless engaged in commercial activities exceeding thresholds.
  • Groupement d'intérêt économique (GIE) – Economic Interest Grouping. Not obliged unless engaged in substantial commercial activities.

Notes:

  • Simplified financial reporting: Smaller legal forms (e.g., SMEs) may submit simplified statements depending on size (turnover, assets, employees).
  • Non-profits: ASBLs may need to submit simplified reports if economic activities exceed thresholds.

3. Companies Requiring Audited Financial Statements

In Luxembourg, companies must have their financial statements audited if they meet certain conditions. Criteria are based on turnover, total assets, and number of employees. Below is a table listing the legal forms, audit rules, and criteria.

Legal Form Audit Rule Criteria (must meet at least two of three)
Société à responsabilité limitée (S.à r.l.) – Limited Liability Company Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50
Société anonyme (S.A.) – Joint Stock Company Audit always required No thresholds; always mandatory
Société en commandite par actions (SCA) Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50
Société en nom collectif (SNC) Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50
Société en commandite simple (SCS) Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50
Société coopérative (SC) Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50
Société européenne (SE) Audit always required No thresholds; always mandatory
Groupement d'intérêt économique (GIE) Audit required if thresholds exceeded Turnover > €8.8m; Assets > €4.4m; Employees > 50

4. Local Stock Exchange and Publication

Companies listed on the Luxembourg Stock Exchange (Bourse de Luxembourg) (https://www.bourse.lu) must publish their financial statements according to exchange rules.

5. Deadline for Submitting Financial Statements

The deadline is within six months after year-end. Listed companies may face stricter deadlines under the Bourse de Luxembourg.

6. Companies Submitting Partial Financial Statements

Micro and small companies may submit simplified financial statements if below thresholds for turnover and assets.

7. Consequences for Late Submission

Late submission leads to fines from €500 to €25,000. Continued non-compliance may trigger further legal action, including striking off by the RCS.

8. Requirements for Foreign-Owned Branches and New Companies

Foreign-owned branches must follow Luxembourg law. New companies must submit their first financial statements within six months of year-end. Audit rules depend on form and thresholds.

Sources

Source Link
Registre de Commerce et des Sociétés (RCS) https://www.rcsl.lu
Luxembourg Business Registers (LBR) https://www.lbr.lu
Bourse de Luxembourg https://www.bourse.lu
Auditors Activities Act https://legilux.public.lu
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