By law dated 12 May 2020 (the “Law”), the Chamber of Deputies of the Grand-Duchy of Luxembourg introduced temporary derogations from accounting requirements for financial sector entities, including funds, in the context of the fight against Covid-19 virus.
The temporary derogations concern only deadlines relating to a financial year closed on the date of the end of the state of crisis and for which the deadlines for filing and publication had not expired on 18 March 2020.
For investment funds, the proposed derogations included in the Law are the following:
- First, by way of derogation from Article 23(2) of the amended Law of 15 June 2004 on investment companies in risk capital (“SICAR”), an extension period of 3 months is granted to those SICARs not managed by an authorised AIFM, to make available to investors the annual report together with the auditor's certificate.
- Furthermore, by way of derogation from Article 52(2) of the amended Law of 13 February 2007 on specialised investment funds (“FIS”) an extension period of 3 months is granted to those SIFs not managed by an authorised AIFM, to make available to investors the annual report.
- Finally, notwithstanding Article 150(2), subparagraph 2, of the amended Law of 17 December 2010 concerning undertakings for collective investment (“UCITS”), an extension period of 3 months is granted for the publication of the semi-annual reports.
Please also be aware that the parliament also voted on 12 May 2020 the law n°7541 which will allow commercial companies to benefit from an extension period of 3 months for filings and publications with the Luxembourg Register of Commerce and Companies.
The CSSF updated its FAQ on Covid-19 on 14 April 2020 in order to comply with the European Securities and Markets Authority (“ESMA”) public statement of 9 April 2020. ESMA recommends that national competent authorities refrain from taking any supervisory measures against funds (UCITs, AIFs, EuVECA and EUSEF) for late filing of accounts for a grace period of two months for annual accounts for a period ending between 31/12/2019 and 01/04/2020 and one month for semi annual accounts for a period ending between 3/01/2020 and 01/04/2020.
The CSSF clarified in their FAQ that investment fund managers which anticipate that the annual and half-yearly reports will be published beyond the regulatory deadlines, must inform the CSSF promptly thereof (to this address: firstname.lastname@example.org).
They also have to specify to the CSSF, to the extent possible, the reasons for the delay and the estimated date of publication. Investors should also be informed as soon as practicable of the reasons for such delay and, to the extent possible, the estimated date of publication.