Luxembourg Law of 19 December 2002 on the Trade and Companies Register and Annual Accounts in English
The amended Law of 19 December 2002 on the Trade and Companies Register and on the accounting and annual accounts of undertakings, as consolidated on 23 December 2025. Full English translation with the official French under every paragraph, in five parts.
Card
- Official title
- Loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises
- In English
- Law of 19 December 2002 on the Trade and Companies Register and on the accounting and annual accounts of undertakings, as amended (the “RCS Law”)
- Published
- Mémorial A n° 149 of 31 December 2002; in force 1 February 2003
- Version translated
- Consolidated text applicable from 23 December 2025, including the Law of 19 December 2025 on digital tools in company law
- Register kept by
- Luxembourg Business Registers (LBR), the economic interest grouping of the State, the Chamber of Commerce and the Chamber of Skilled Trades and Crafts
- EU basis
- Directive (EU) 2017/1132 (company law) and Directive 2013/34/EU (Accounting Directive), as amended
- Authentic language
- French
- Official source
- legilux.public.lu
The text in 5 parts
Who must register and what, branches of foreign companies, deadlines, names and trading names, publication in RESA, update requests and striking off, languages, the Insolvency Register. 44 articles.
Arts. 24 to 64noniesAccounting duties, layout of the accounts and valuation rulesWho must keep accounts and prepare annual accounts, size thresholds for abridged accounts, balance sheet and profit and loss items, valuation at cost and at fair value. 49 articles.
Arts. 65 to 72Notes, management report and statutory auditContents of the notes and the management report, non-financial and corporate governance statements, the statutory audit and its exemptions, and the parent and subsidiary regime. 12 articles.
Arts. 72bis to 74bisIFRS, payments to governments, public tax reporting and the CNCThe IFRS option, reports on payments to governments by extractive and logging undertakings, the public country-by-country income tax report, and the Accounting Standards Commission. 18 articles.
Arts. 75 to 105Filing and publication of the accounts; final provisionsFiling the annual accounts within seven months of year end, public access, publication and its exemptions, and the amending and transitional provisions. 30 articles.
In short
- Sole traders, every commercial company, SCSps, EIGs, civil companies, associations, foundations, investment funds and the Luxembourg branches of foreign companies must register with the RCS (Art. 1).
- Entries and changes must be applied for within one month of the event that makes them necessary; the notary who drew up the deed can file too (Art. 15).
- Deeds and extracts whose publication is required are filed electronically and published in the Recueil électronique des sociétés et associations (RESA) within fifteen days of filing (Art. 19-1, Art. 19-2).
- If data are wrong or missing, LBR asks for an update. After 30 days without a fix the sanctions escalate: a public flag, certificates of breach, a 40 euro daily penalty, then striking off, which does not dissolve the entity (Art. 19-6).
- Undertakings within the two-of-three limits of 7.5 million euros balance sheet total, 15 million euros net turnover and 50 employees may file an abridged balance sheet and are exempt from the statutory audit (Art. 35, Art. 69).
- Annual accounts must be filed within one month of their approval and no later than seven months after the end of the financial year, in French, German or English (Art. 75).
- Large groups publish an annual report on income tax information country by country (Art. 72decies onwards).
Who it affects
- Managers of every Luxembourg company: registration, filings, RESA publication and the yearly accounts deadline come from this Law.
- Foreign companies opening a Luxembourg branch, which must register it and file their own accounts.
- Accountants and auditors applying the Luxembourg accounting framework and the small-company thresholds.
- Groups in scope of public country-by-country income tax reporting.
Key dates
| Date | Event |
|---|---|
| 19 December 2002 | Law adopted; published in Mémorial A n° 149 of 31 December 2002 |
| 1 February 2003 | Law enters into force |
| 1 June 2016 | RESA replaces the Mémorial C as the official gazette for companies and associations |
| 22 August 2023 | Law of 7 August 2023 in force: amendments together with the 1915 Law |
| 15 August 2023 | Law adopted transposing Directive (EU) 2021/2101: public country-by-country income tax reporting |
| 2 March 2025 | Law of 17 February 2025 in force: cross-border conversions, mergers and divisions |
| 23 December 2025 | Law of 19 December 2025 in force: further digital tools in company law (Directive (EU) 2019/1151); date of the version translated |
BCA commentary
Two laws in one
Title I is the register: who must be on it, what they file, and what happens when they do not. Title II is Luxembourg’s accounting act, transposing the Accounting Directive: who keeps accounts, how the balance sheet and profit and loss account are laid out (Art. 34, Art. 46), valuation (Art. 51 onwards), the notes, the management report and the audit. The two meet in Chapter IV of Title II, where the accounts are filed with the register (Art. 75).
What gets filed and when
Registration of a company sets out its name, registered office, object, capital, managers or directors and the persons who can bind it (Art. 6). Every later change follows the same one-month rule (Art. 15). Luxembourg branches of foreign companies are registered under Art. 11bis. Documents are filed in French, German or Luxembourgish, with an optional translation into any official EU language (Art. 22-2).
Keeping the file current
Since the Law of 23 January 2025 LBR has an administrative sanctions ladder for entities whose file is out of date (Art. 19-6). It mirrors the one in the RBE Law: 30 days to answer, a public warning, certificates of breach, a 40 euro daily penalty, then striking off. Striking off does not dissolve the company, but no bank will be pleased to see it.
Small, medium and large
The size thresholds decide how much a company publishes. Below two of the three limits in Art. 35, a company may use an abridged balance sheet and needs no statutory audit by an approved statutory auditor (Art. 69); an SA in that position has a supervisory auditor (commissaire) under the 1915 Law instead (Art. 443-1). Higher limits in Art. 47 allow an abridged profit and loss account. The thresholds were last raised by the Grand-Ducal Regulation of 25 October 2024, which followed the EU inflation adjustment of the Accounting Directive.
Not covered here
The Commercial Code still contains the basic bookkeeping duties and the standard chart of accounts this Law refers to. Consolidated accounts are in Title XVII of the 1915 Law, translated in our company law pages. Beneficial ownership is filed in a separate register under the RBE Law.
Amendment history
Amending acts marked in the Legilux consolidation, with the articles they touch. Legilux marks the latest change to each article, so this is the recent history only.
| Act | Articles |
|---|---|
| Law of 19 December 2025 | Art. 105 |
Related acts
The company law itself, including consolidated accounts. Translated in full.
Luxembourg · UBORegister of Beneficial Owners Law (2019)The UBO register run by the same administrator, LBR. Translated in full.
Luxembourg · TrustsRegister of Fiducies and Trusts Law (2020)The register for fiducies and express trusts. Translated in full.
EU · DirectiveDirective 2013/34/EUThe Accounting Directive that Title II transposes. EUR-Lex.
BCA EU · GuideAnnual accounts in LuxembourgOur practical note on preparing, approving and filing the annual accounts.
How to cite
Cite the article and paragraph and link to the paragraph anchor. For example:
Unofficial English translation by BCA EU, for information. Only the French text published in the Mémorial and the Journal officiel du Grand-Duché de Luxembourg has legal force. Article headings are editorial; title, chapter and section headings, and the few article headings of the French text, are the law’s own. Text checked against the consolidated version applicable from 23 December 2025 on legilux.public.lu on 30 October 2026. This page is not legal or tax advice.
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