Covid-19 : Extension of deadlines for disclosing financial statements and other reporting – Part II
Posted - 03.06.2020
Due to the COVID-19 crisis, on 18 March 2020 the Luxembourg Government declared a state of emergency for a period of three months.
Following the Law of 12 May 2020 on the extension of certain deadlines provided for in the sectorial laws of the financial sector during the state of crisis (the “Financial Sector Extension Law”), the Luxembourg legislator has now enacted a distinct law applicable to Luxembourg companies generally and which extends the deadlines for convening annual general meetings and for filing and disclosing annual accounts, consolidated accounts as well as related reports during the state of emergency (the “General Extension Law”). The Council of the European Union has also adopted on an urgency basis a regulation providing for an extension of the period during which the 2020 general meeting of European companies (SEs) and European Cooperative Societies (SCEs) must be held.
The General Extension Law
The General Extension Law provides for a three-month deadline extension for the following:
- i. Annual general meetings
- The General Extension Law provides that the annual general meeting of commercial companies may be convened within nine months of the end of its financial year, derogating from the general rule under company law which provides for a six-month deadline after the end of the financial year. Accordingly, the General Extension Law also provides that the time period of 6 months after the end of the financial year within which the management bodies of companies must, on pain of potential criminal sanctions, submit to the shareholders the annual accounts and, where applicable, the consolidated accounts and related reports, is extended for a period of three months.
- ii. Publication and filing of annual accounts, consolidated accounts, balance of accounts and related reports
- The General Extension Law provides an extension of three months for the following deadlines:
- the filing of annual accounts and balance of accounts featured in the standard chart of accounts with the Register of commerce and companies referred to in Article 75 paragraph 1 of the amended Law of 19 December 2002 (the “RCS Law”);
- the publication of the annual accounts and the related reports (management report and auditor’s report) as required by Article 79 (1) of the RCS Law;
- the publication of the consolidated accounts and related reports referred to in Article 1770-1 (1) of the amended Law of 10 August 1915 on commercial companies (the “Company Law”).
- The extension also applies to the publication by qualifying public interest entities of the non-financial statement (individual or consolidated) as required by Article 1730-1 of Company Law and Article 68bis of the RCS Law, but only on the condition that it is presented within the (consolidated) annual report or in a separate report published at the same time as the (consolidated) annual report.
- iii. Reports on payment to government entities
- The deadline for the publication of the report on payments to governments referred to in Article 72septies of the RCS Law and in Article 1760-4 of the Company Law is also extended by three months.
To illustrate the extensions mentioned above, for a société anonyme whose financial year corresponds to the calendar year, the board of directors may convene the annual general shareholders’ meeting and submit the annual accounts and management report (and if applicable, the consolidated financial statements and the consolidated management report) to the general meeting up until 30 September 2020 (instead of 30 June 2020).
The Financial Sector Extension Law
The Financial Sector Extension Law provides a similar three-month deadline extension for certain regulated entities which for those matters are not, or are only partially, subject to the Company Law or the RCS Law, or whose sector-specific law provides for more stringent requirements. More details on the Financial Sector Extension Law are set out in our dedicated newsflash.
The Financial Sector Extension Law must be read in conjunction with the General Extension Law applicable to all commercial companies. Hence, if the Financial Sector Extension Law does not provide for an extension for a given regulated entity, that regulated entity may nonetheless benefit from the provisions of the General Extension Law. For instance, credit institutions and insurance and reinsurance companies will benefit from the three-month extension granted by the General Extension Law to hold their general meeting of shareholders and to publish their non-financial statement (insofar as that statement is presented within the annual report or in a separate report published at the same time as the annual report).
Limitation of benefit
In order to avoid possible abuse, the laws mentioned will not, however, extend any deadline, which (i) had already expired on 18 March 2020 or (ii) will expire after the end of the state of emergency.
Council Regulation (EU) 2020/699 of 25 May 2020
Council Regulation (EU) 2020/699 of 25 May 2020 on temporary measures concerning the general meetings of European companies (SEs) and of European Cooperative Societies (SCEs) allows SEs and SCEs to convene their general meetings to be held during 2020 to a date falling within 12 months of the end of their financial year but no later than 31 December 2020.
• The General Extension Law is available under this link and an English translation under this link.
• The Financial Sector Extension Law is available under this link and an English translation under this link.
• Council Regulation (EU) 2020/699 of 25 May 2020 is available under this link.