Article Post on 17 June 2020

Approval, Filing and Publication of Annual Accounts: Extension of Deadlines

_As a reminder, according to Luxembourg law, annual accounts and consolidated financial statements, as well as related reports (such as management report and audit report) of Luxembourg companies need to be approved by the annual general meeting within 6 months of the end of the financial year, filed and published with the Luxembourg Trade and Companies Register (‘RCS’) within the month of their approval, at the latest within 7 months after the end of the financial year in question.

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In the context of the state of crisis linked to the Covid-19 situation, the Luxembourg legislator took measures for Luxembourg entities to extend the time limits for the approval and filing of the annual accounts, consolidated accounts and related reports during the state of crisis, by way of a law dated 22 May 2020 (the ‘Law’) which entered into force on 29 May 2020.

The Law extends the filing and publication deadlines for annual accounts and consolidated financial statements, as well as related reports by 3 months. Companies now have 9 months (instead of 6) to approve their annual accounts and 10 months (instead of 7) to file them with the RCS after the end of the financial year.

In practice, companies whose financial year was closed on 31 December 2019 will be able to hold their annual general meeting on 30 September 2020 at the latest and file their annual financial statements with the RCS until 31 October 2020.

 

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It should be noted that the Law shall only apply to annual accounts, consolidated accounts and to the reports relating thereto and general meetings of shareholders, relating to a financial year which was closed on the date of the end of the state of crisis for which the deadline for filing was not expired on 18 March 2020.

Finally, in accordance with the above mentioned deadline extensions, article 4 of the Law provides that the time period of six months for the managers or directors of Luxembourg companies to submit the annual accounts to the annual general meeting and to publish such annual accounts, mentioned in article 1500-2 of the law of 10 August 1915, as amended, are also extended by a period of 3 months (As a reminder, the sanction for failing to do so is a fine between EUR 500 and EUR 25,000).

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