Extension of deadlines for approving and filing annual accounts

Whereas the Luxembourg government, in response to the declaration of a state of crisis on 18 March 2020, had issued a decree on 20 March 2020 allowing for a relaxation of the rules governing the holding of meetings of the various bodies of a company (board of managers/directors, supervisory board, shareholders’ general meetings), the new law of 22 May 2020[1] (the “Law”) enlarges this flexibility by introducing a temporary extension of the deadlines for having the financial statements approved by the shareholders and for the filing of those annual accounts, consolidated accounts as well as the related reports.

Extension of deadlines for approving and filing 2020 financial statements

Holding of annual general meetings

Whereas in normal circumstances management bodies are required to have the annual accounts of the company and related reports approved by the shareholders within 6 months from the closing of the company's financial year, the Law provides that, exceptionally for year 2020 and subject to the two conditions outlined below, ordinary general meetings may be convened and held within 9 months of the end of the financial year.

The obligation for management bodies to submit to the shareholders the approval of the financial statements, consolidated annual accounts and related reports for the financial year 2019 is therefore extended for a period of 3 months.

Publication and filing of 2020 financial statements, consolidated annual accounts and related reporting

In line with the extension of the deadline for holding the 2020 annual general meeting, the deadline for the publication and filing of the annual accounts, consolidated annual accounts and related reports has also been extended by 3 months.

As a result, a company having a financial year closing on December 31st, 2019 can benefit from the extension of the deadlines and shall therefore be able to approve its 2019 financial statements and related reports until September 30th, 2020 (instead of 30 June 2020) and file and publish those accounts and reports until October 31st, 2020 (instead of 31 July 2020).

Conditions to benefit from the extension

The extension is applicable for financial statements and annual general meetings. The extension of the deadlines is subject to two cumulative conditions:

(i) the accounting documentation should be related to a financial year ending on the last day of the state of crisis at the latest (yet to be determined); and

(ii) the deadlines for the filing and publication of the accounting documentation or for the holding of the annual general meeting had not expired on 18 March 2020 (i.e. being the date of the declaration of the state of crisis).

Therefore, companies being entitled to benefit from such extension are either (i) companies having a financial year ending on 18 August 2019 or later (such as companies having their previous financial year closing on December 31st, 2019) or (ii) companies having a financial year ending before the end of the state of crisis (such as companies having a financial year closing until May 31st, 2020).

Conversely, companies which may not benefit from such extension are either (i) companies having a financial year ending prior 18 August 2019 (such as companies having their previous financial year closing on July 31st, 2019) or (ii) companies having a financial year ending after the end of the state of crisis (yet to be determined).

[1] Law of 22 May 2020 extending the deadlines for filing and publication of annual accounts, consolidated accounts and related reports during a state of crisis, published in the Journal Officiel, Mémorial A, No. 467 of 29 May 2020.