On September 11th 2018, the Luxembourg Grand-Ducal Regulation of August 1st 2018 amending the amended Grand-Ducal Regulation of January 23rd 2003 implementing the amended Law of December 19th 2002 on the trade and companies register and on the accounting records and annual accounts of undertakings (hereafter the “Regulation”) was published in the Luxembourg Memorial A under number 790. The Regulation entered into force on September 15th 2018 introducing the following main changes:
COMPANY BRANCHES TO BE AUTOMATICALLY DELETED FROM THE TRADE AND COMPANIES REGISTER (“RCS”)
The Regulation foresees that branches of companies having their registered office in another Member State of the European Union, whose company has been removed from the register in which it is registered, for reasons other than a change in its legal form, a merger or division transaction or a cross-border transfer from its registered office, are now automatically deleted from the RCS.
NEW PROVISIONS CONCERNING EXCHANGES WITH THE REGISTERS OF OTHER EU MEMBER STATES
The Regulation foresees that, by means of the system of interconnection of central registers, trade and companies (hereafter the “system of interconnection of registers“), drawn up in accordance with Directive 2017/1132/EU of the European Parliament and of the Council of June 14th 2017 on certain aspects of company law, the RCS manager shall provide registered persons and entities registered with the RCS with a unique identifier allowing them to be unequivocally identified in the context of communications between foreign registries.
Moreover, information on the opening and termination of any winding-up or insolvency proceedings of the company and on the striking-off of the company from the register shall be now:
- communicated without delay by the RCS manager to the central European electronic platform drawn up in accordance with Directive 2017/1132/EU, and
- received without delay, by means of the system of interconnection of registers, in the case of companies having their registered office in another Member State of the EU and for which a branch is registered in the RCS.
NEW PROVISIONS CONCERNING FEES
The Regulation foresees that requests for electronic consultation of an archive batch and requests for electronic consultation of a complete file are no longer part of the requests invoiced as "administrative costs".