Enlighten your future Luxembourg's RCS requirements
Registering with the Registre de Commerce et des Sociétés (RCS) (Trade and Companies Register) is a legal requirement for all commercial enterprises. It ensures transparency and security in business relations by providing a clear identification of companies. This article outlines the legal obligations of RCS registration in Luxembourg, the necessary procedures, and the penalties for non-compliance.
1. What is the RCS in Luxembourg?
The RCS in Luxembourg is a public register containing all legal information about businesses operating in the country. It ensures transparency by recording essential data such as the company’s legal form, its business activities, the identities of its executives, and other crucial administrative information.
Registration with the RCS is mandatory for all companies and merchants conducting commercial activities in Luxembourg. This allows individuals and organizations to verify the legality and compliance of businesses. The system plays a key role in ensuring legal security for companies, their business partners, and their clients.
Indeed, RCS registration aims to prevent fraud, ensure a secure economic environment, and facilitate commercial exchanges.
2. Legal Obligations Related to the RCS in Luxembourg
In Luxembourg, businesses must comply with several registration obligations to ensure transparency, legal conformity, and good governance. Below are the key requirements:
1. Obligation to Register
Any business engaging in commercial activities in Luxembourg must register with the RCS. During registration, essential information must be provided, including the legal form, corporate purpose, identity of executives, and share capital. This applies to all commercial companies (SA, SARL, etc.) as well as individual merchants.
2. Updating Company Information
Any changes affecting the company (such as a change in management, address, or business activity) must be reported to the RCS within one month of the decision to modify, ensuring the accuracy of recorded data.
3. Filing Annual Financial Statements
Companies are required to file their annual financial statements with the RCS each year, within six months after the end of the fiscal year, and no later than one month after the general meeting approving the accounts. The filing generally includes the balance sheet, profit and loss statement, and, in some cases, the management report and the auditor’s or statutory auditor’s report.
4. Identification of Individuals
Since November 2024, every individual registered with the RCS must provide a Luxembourg national identification number (matricule from the Common Social Security Center). This measure strengthens traceability and enhances transparency.
5. Obligation to Publish Information
All submitted information and documents are publicly accessible via the RCS. This allows business partners, investors, and authorities to verify the legal status and financial standing of companies.
Failure to comply with these obligations may result in penalties, including fines for late filing of financial statements or incorrect updates to company information. These measures are in place to ensure the integrity and reliability of Luxembourg’s business register.
3. Foreign Companies and the RCS
Foreign companies looking to establish a presence in Luxembourg can choose to create a branch or a subsidiary, both of which must be registered with the RCS.
For branches, the following documents must be submitted:
- The parent company’s articles of association
- An extract from the commercial register of the parent company’s home country
- The appointment of a legal representative based in Luxembourg
Additionally, these companies must publish their annual financial statements. If the financial statements of the parent company are already published in their home country, they must also be filed with the Luxembourg RCS. However, certain exemptions may apply depending on specific local regulations.
Any structural changes within the company, such as a change in management or address, must be updated in the register within one month to maintain the accuracy of the information.
Failure to comply with these obligations may result in penalties such as fines or restrictions on the company’s activities. In some cases, non-compliance could even prevent the company from continuing operations in Luxembourg.
Complying with RCS obligations is essential for both local and foreign businesses. Managing these administrative requirements can be complex, but it ensures a smooth and legally secure integration into Luxembourg.
To help you navigate these processes and ensure your company meets all legal requirements, OmniTrust is here to assist you. We provide expert guidance tailored to your situation, allowing you to focus on growing your business with peace of mind.