The RCS in Luxembourg: what the Trade and Companies Register is for

The RCS at a glance

A public identity card for every trader and every company: the place to check who is behind a business.

According to Guichet.lu, the Trade and Companies Register (registre de commerce et des sociétés, RCS) is a public register that can be freely accessed. It holds the information on traders and companies whose publication is mandatory: details that identify the trader or the company, such as a company’s articles of association. Anyone may consult the documents filed and obtain a copy.

Setting up a company? Registration with the RCS is one of the five steps in our article Starting a business in Luxembourg: the 5 steps. Here we look at the register itself: what it holds, what you must file later and what it means for your invoices.

Who must register with the RCS?

The law lists the persons for whom registration is mandatory. They include in particular:

• natural-person traders, i.e. self-employed people whose activity is commercial in nature;
• commercial companies, such as the SARL, which Guichet.lu describes as a particular type of commercial company;
• economic interest groupings (GIE), as well as other entities covered by the law.

A newly incorporated company must register and file its articles of association, in full or as an extract depending on its legal form. Temporary commercial companies and joint ventures are not subject to registration. For the SARL-S, see also What is a SARL-S?.

What the register contains

LBR speaks of “identification and legal data”. In practice, it is the company’s identity card.

• The corporate name or business name.
• The corporate purpose, i.e. the activity set out in the articles.
• The share capital.
• The managers or directors, and the statutory auditor where relevant.
• Signing powers: who can bind the company.

The articles filed can be consulted through the “Search” section of the LBR website or in the RESA. According to Guichet.lu, the LBR website also shows other information, including the business permit, the VAT number, the NACE code, voluntary liquidation decisions and, depending on the type of company, financial information.

A change? One month to file it

A register is only useful if it is up to date. According to the LBR FAQ, registrations, entries and publications required by law must be filed with the RCS no later than one month after the event that makes them necessary. Changes to published information require the same publicity as the initial registration.

• Appointment or departure of a manager, director or administrator.
• Amendment of the articles: the company also files consolidated articles.
• Liquidation and the liquidator, certain court decisions, filing of the annual accounts.

Filing is done electronically on the LBR website, using a LuxTrust product or a Luxembourg eID card; for a notarial deed, the notary usually files. Amending filings cost the same as initial filings; LBR publishes its fees.

Publication in the RESA and effect on third parties

Once the filing is accepted, the instrument is published in the RESA (Recueil électronique des sociétés et associations), which replaced the former Mémorial C. Publication takes place on the filing day or on a date set by the registrant, within 15 days of filing. Publication in the RESA is free, and consulting it online is open and free of charge.

The RCS number on your invoices

The registration number is then part of daily life. According to Guichet.lu, an invoice above €100 including VAT must, among other things, identify the seller with the words “Registre de commerce et des sociétés, Luxembourg” or the initials “R.C.S. Luxembourg” followed by the registration number (this does not apply to cooperative companies).

The full list of mandatory details (date, invoice number, VAT number, description of the services, VAT rate and amount…) is on Guichet.lu’s invoice page. For the VAT itself, our Luxembourg VAT guide and the Luxembourg VAT calculator can help.

Example: Sofia and her SARL

A fictional example, for illustration only.

1. 1
   Sofia sets up “Atelier Sofia SARL”. Once the articles are signed, the company is registered with the RCS and receives its registration number.
2. 2
   Its articles are published in the RESA: from then on, they are binding on third parties.
3. 3
   She prepares her invoice template: on any invoice above €100 including VAT, “R.C.S. Luxembourg” and the number appear in the seller’s details.
4. 4
   A year later, a second manager is appointed: the company files the appointment with the RCS within one month.

Once the company is registered, the work continues with every invoice. Zuelen brings together for companies banking, invoices, VAT and the PCN chart of accounts in one place.

This article is general information and does not constitute legal advice. For your situation, check the official sources or consult a professional.