The new law was published with the Journal Officiel of the Grand Duchy of Luxembourg and became effective on 29 May 2020. A translation of the full text approved by the Luxembourg legislator is available at the end of this newsflash.

The objective of the new law is to grant more flexibility and legal security to companies with regards to the approval, filing and publication of their annual accounts, consolidated accounts (as applicable) and the related reports, by considering the practical difficulties that companies face in the context of the COVID-19 pandemic.

Can your company benefit from the extension?

The general procedure under normal circumstances is to approve the annual accounts, consolidated accounts (as applicable) and the related reports within six months after the closing of the company’s financial year, to file them with the Luxembourg Trade and Companies Register (the RCS), and to publish them with the RESA (Recueil Electronique des Sociétés et Associations) via a notification to the RCS within one month following their approval, or at the latest seven months after the closing of the company’s financial year. In practical terms, the new law gives companies 9 months instead of 6 to approve the annual accounts, the consolidated accounts (as applicable) and the related reports and 10 months instead of 7, for the filing and publishing of these documents under the applicable procedures.

In order to benefit from the extension granted under the law, two cumulative conditions must be fulfilled:

  1. the accounting documents and related reports must relate to a financial year ending on the last day of the state of crisis at the latest (yet to be determined); and
  2. the filing delay of said accounting documents and related reports cannot have had expired on 18 March 2020, i.e. the date of the declaration of the state of crisis.

In practice this means that:

  • companies whose financial year ended on 18 August 2019 or later; and
  • companies whose financial year ends before the end of the state of crisis;

are eligible to benefit from the extension.

All companies whose financial year ended prior to 18 August 2019 or companies whose financial year will end after the end of the state of crisis (yet to be determined), are not eligible to benefit from the extension.

Examples

  1. Company A has a calendar financial year which closed on 31 December 2019 (i.e. on a date prior to the state of crisis)

Company A can benefit from the extension and has until 30 September 2020 to approve the 2019 annual accounts, consolidated accounts (as applicable) and the related reports and until 31 October 2020 to file and publish these documents.

  1. Company B has a financial year which closed on 18 August 2019 (i.e. on a date prior to the state of crisis)

Company B can benefit from the extension and has until 18 June 2020 to approve the 2019 annual accounts, consolidated accounts (as applicable) and the related reports and until 18 July 2020 to file and publish these documents.

  1. Company C has a financial year which closed 17 August 2019 (i.e. on a date prior to the state of crisis but the legal deadlines to approve, file and publish the annual accounts have also expired prior to the entry into the state of crisis)

Company C cannot benefit from the extension as the deadlines to approve, file and publish its 2019 annual accounts, consolidated accounts (as applicable) and the related reports expired on 17 March 2019, i.e. before the state of crisis.

 

Should you have any questions on this topic, do not hesitate to contact one of our specialists. 

Free translation of the law dated 22 May 2020 on the extension of the deadlines applicable to the filing and publication of annual accounts, consolidated accounts and related reports during the state of crisis:

“Art. 1. By way of derogation from the provisions of the amended law of 19 December 2002 on the trade and companies register as well as the accounts and annual accounts of companies, are extended by 3 months:

  1. the deadline for filing the annual accounts and the balance of the accounts included in the standard chart of accounts with the commercial and companies register referred to in article 75, paragraph 1, of the aforementioned law of 19 December 2002;
  2. the deadline for publication of the annual accounts as well as the reports relating thereto to the Recueil Electronique des Sociétés et Associations referred to in article 79, paragraph 1, of the aforementioned law of 19 December 2002;
  3. the deadline for publication of the report on payments made for the benefit of governments to the Recueil Electronique des Sociétés et Associations referred to in article 72septies of the abovementioned law of 19 December 2002.

Art. 2. Notwithstanding the provisions of the amended law of August 10, 1915 on commercial companies, are extended for 3 months:

  1. the publication of the consolidated accounts and related reports provided for in article 1770-1, paragraph 1, of the aforementioned law of August 10, 1915;
  2. the deadline for publication of the consolidated report on payments made for the benefit of governments to the Recueil Electronique des Sociétés et Associations referred to in article 1760-4 of the aforementioned law of August 10, 1915.

Art. 3. The annual general meeting of companies referred to in article 8 of the Commercial Code may be convened on a date which is within a period of nine months after the end of its financial year.

Art. 4. Notwithstanding the provisions of the amended law of August 10, 1915 on commercial companies, the period referred to in article 1500-2, point 2 °, is extended by three months.

Art. 5. This law only applies to annual accounts, consolidated accounts and related reports and general meetings relating to a financial year closed on the date of the end of the state of crisis as extended by the law of 24 March 2020 extending the state of crisis declared by the grand-ducal regulation of 18 March 2020 introducing a series of measures in the context of the fight against Covid-19 and including the deadlines for filing and publication or annual accounts approval dates that had not expired by March 18, 2020.

This law comes into force on the day of its publication in the Official Journal of the Grand Duchy of Luxembourg.”