Q&A CNC 19/017 – Deadline for filing consolidated accounts for statutory purposes with the RCS

Title XVII LSC, “Consolidated accounts”, sets out the principle, in Article 1770-1, paragraph 1 LSC, of the publication of regularly approved consolidated accounts without, however, specifying the deadline for approval. Title XV LSC “Criminal law provisions” clarifies this point by providing in article 1500-2, point 2° LSC that managers or directors who have not submitted the consolidated accounts to the approval of the general meeting within 6 months of the end of the financial year are liable to a fine amounting to EUR 500 to EUR 25,000.

Pursuant to article 1770-1, paragraph 1LSC, the consolidated accounts must be published in accordance with article 100-13 LSC. Article 100-13, paragraph 3 LSC establishes the principle that the consolidated accounts and related reports must be filed and published by reference to their filing in accordance with the provisions of Title I, Chapter Vbis LRCS. Article 19-1 LRCS provides that “deeds, extracts therefrom and information the publication of which is provided for by law shall be filed by electronic means with the trade and companies register within one month after the date of the finalised deed“. The consolidated accounts are considered final from the date of their approval (art. 1770-1 LSC) by the general meeting (art. 1500-2, point 2° LSC) and are filed with the RCS (art. 19-1 LRCS) and published in the “Recueil électronique des sociétés et des associations (RESA)” by reference to their filing (art. 100-13 (3) LSC).

It follows from the above that consolidated accounts prepared for statutory purposes by a company governed by Luxembourg law must be submitted to the general meeting for approval within 6 months of the end of the financial year and must be filed with the RCS and published by mention of their filing with the RESA within one month of their approval. The consolidated accounts and related reports must therefore be filed with the RCS no later than 7 months after the end of the financial year in question. Pursuant to article 6 of the amended regulation of 23 January 2003¹, consolidated accounts that are not filed within the maximum period of 7 months are considered as late filings and are subject to an increased filing fee².

Disclaimer

This document – provided as a courtesy – is an unofficial translation of the French original document entitled “Délai de dépôt au RCS de comptes consolidés établis à des fins légales”. In case of discrepancy in interpretation, the French version shall prevail.

The “questions and answers” published by the “Commission des normes comptables (CNC)” (Accounting Standards Board):

• are of a general nature and do not refer to the specific situation of any natural or legal person;
• are intended to contribute to the development of accounting doctrine in accordance with Article 73(b) of the amended Law of 19 December 2002 on the trade and companies register, as well as on the bookkeeping and annual accounts of undertakings;
• only represent the opinion of the GIE CNC on a number of doctrinal and interpretative issues.

The administrative or management bodies of undertakings remain responsible in accordance with general law for any decisions taken based on this document.