Extension of approval and filing deadlines for financial data of Luxembourg companies

Extended deadline for commercial companies

Commercial companies:

• whose financial year is based on the calendar year; or
• whose financial year closed before the State of Crisis to the extent such submission to shareholders, or filing and publication obligations are due within the State of Crisis; or
• which will close or have closed their financial year during the State of Crisis;

will benefit from this extension.

New deadlines for holding general meetings, filing and publication for annual accounts

To the extent the reporting deadline or the close of the financial year falls within the State of Crisis, the law extends the approval, filing and publication deadlines for the Financial Data by three months.

As a consequence, commercial companies whose financial year is the calendar year would have until:

• 30 September 2020 (as opposed to 30 June 2020 in normal circumstances) to hold their annual general meeting; and
• 31 October 2020 (as opposed to 31 July 2020 in normal circumstances) to file their Financial Data with the Luxembourg trade and companies register (RCS).

Directors or managers of such commercial companies will not be subject to criminal proceedings for the late submission for approval and late filing of the above documents until the extended deadline has elapsed.

Exclusion from the benefit of the extension

Commercial companies shall not benefit from the above extended deadline in the event that:

• their financial statements were due prior to the State of Crisis (i.e., they are late in submitting their Financial Data to the general meeting of shareholders and filing such Financial Data); or
• their financial year closes after the State of Crisis.

Specific extensions of regulated entities (law of 12 May 2020)

Following – and in addition to – the CSSF Q&A on Covid 19 that already provided for extensions of deadlines to submit the relevant regulatory reporting, the law of 12 May 2020 specifies that the following entities will benefit from a three-month extension period to take the following actions with respect to their regulatory reporting:

Types of entities Actions & Documents concerned Credit institutions

Publication with the RESA:

• Annual accounts
• Related reports
• Publication with the RCS

Insurance and re-insurance companies

Publication with the RESA:

• Annual accounts
• Related reports

Securitisation funds

(Fonds de titrisation)

Publication:

• Annual report
• Half yearly report

Investment companies in risk capital (SICARs)

that have not appointed a fully fledged AIFM

Making available to investors:

• Annual report
• Certificate of the statutory auditor

Specialised investment funds (SIFs)

that have not appointed a fully fledged AIFM

Making available to investors:

• Annual report

Institutions for occupational retirement in the form of:

• ASSEP
• SPECAV

Preparation of documents:

• Annual accounts
• Related reports

Undertaking for collective investments:

• UCITS
• Part II UCIs

Publication:

• Half-yearly report

Conditions to benefit from the extension

The reporting period ends or reports/accounts are due within the State of Crisis.

Exclusion from the benefit of the extension

The above entities whose relevant action was due prior to the State of Crisis and that are late in making their filings do not benefit from the above extended deadline.

Timing

For commercial companies, the law extending the approval, filing and publication deadlines for the Financial Data was published on 29 May 2020 and has entered into force on such date.

For regulated entities, the law extending the deadlines for regulatory reporting was published on 12 May 2020 and has entered into force on such date.

Please do not hesitate to contact your Stibbe team should you wish any further information in this regard.

More about the coronavirus

You can read more publications on the impact of the coronavirus on our website. Here you will also find a list of contacts within our office who can advise you with questions about the implications of the coronavirus for your company.

This article provides some general insights on different legal questions. These insights do not constitute legal advice and may not be relied upon as if they were legal advice. The outcome of any legal analysis will strongly depend both on the specific facts and circumstances of each case and on the particularities of the sector and legal relationship involved. Our legal experts in the various domains concerned are available to assist you with the analysis of your questions and provide specific advice tailored to your case and circumstances.