30.4 RCS (Registre de Commerce et des Sociétés) Filing
Overview
The Registre de Commerce et des Sociétés (RCS) is Luxembourg's trade and companies register. All commercial companies must register with the RCS and file their annual accounts. This registration is mandatory and serves as the official public record of companies operating in Luxembourg.
RCS Registration Requirements
Mandatory Registration
All commercial companies with legal personality must register with the RCS, including:
- SA (Société Anonyme) - Public limited company
- Sàrl (Société à responsabilité limitée) - Private limited company
- SNC (Société en Nom Collectif) - General partnership
- SCS (Société en Commandite Simple) - Limited partnership
- SCA (Société en Commandite par Actions) - Partnership limited by shares
- SEL (Société d'Économie Mixte) - Mixed economy company
Registration Information
Required Information:
- Company name and legal form
- Registered office address
- Business activities
- Share capital (if applicable)
- Directors/managers information
- Fiscal year end date
Annual Accounts Filing with RCS
Filing Requirement
Article 30 of the Accounting Law requires that annual accounts be deposited with the RCS within 7 months of the fiscal year end.
Filing Process
Step 1: Prepare Annual Accounts
- Prepare balance sheet, income statement, and notes
- Ensure compliance with LUX GAAP
- Obtain necessary approvals
Step 2: Electronic Filing
- File through eCDF platform (see Section 30.5)
- Upload required documents
- Pay filing fees (if applicable)
Step 3: Publication
- Annual accounts are published in the RCS
- Publicly accessible through RCS portal
- Available for public consultation
Filing Fees
Filing Fees:
- Small companies: €35 (abbreviated accounts)
- Medium companies: €70 (full accounts)
- Large companies: €140 (full accounts with additional requirements)
Note: Fees may vary and should be verified with current RCS fee schedule.
Public Access
RCS Portal
Public Access:
- Annual accounts are publicly accessible
- Anyone can consult company accounts through RCS portal
- Historical accounts available for review
Information Available:
- Balance sheet
- Income statement
- Notes (full or abbreviated)
- Audit reports (if applicable)
- Company information
Confidentiality Considerations
Sensitive Information:
- Some information may be sensitive for competitive reasons
- Companies should consider what information is disclosed
- Notes can provide additional context without revealing sensitive details
Luxembourg Compliance Note
Important Requirements:
- Mandatory filing: All commercial companies must file
- Timely filing: Must file within 7 months of fiscal year end
- Electronic filing: Filing must be done electronically through eCDF
- Public disclosure: Accounts become publicly accessible
- Accuracy: Filed accounts must be accurate and complete
Common Issues:
- Late filing: Missing the 7-month deadline
- Incomplete filing: Not including all required documents
- Format errors: Not following required format
- Fee payment: Forgetting to pay filing fees
Think It Through
Artisan Boulangerie is a Sàrl (private limited company) with fiscal year ending 31 December. When must they file their annual accounts with the RCS? What information will be publicly available?
Concepts in Practice
RCS Filing Example
TechLux Solutions (SA - public limited company) filing process:
Fiscal Year End: 31 December 2024
Timeline:
- 31 December 2024: Fiscal year ends
- 30 June 2025: General meeting approves accounts (within 6 months)
- 31 July 2025: File with RCS (within 7 months)
Filing Process:
- Prepare annual accounts (January - May 2025)
- Audit accounts (if required) (May 2025)
- General meeting approval (June 2025)
- Electronic filing through eCDF (July 2025)
- Payment of filing fees (€140 for large company)
- Publication in RCS (July 2025)
Result: Accounts filed on time, publicly accessible through RCS portal.