Everything filed with the RCS? If not, it can become costly

Since January 2026, Luxembourg Business Registers ("LBR") has been screening the Trade and Companies Register ("RCS") and the Register of Beneficial Owners ("RBE") automatically. Since 21 September 2026, it has been imposing sanctions: public warnings, daily penalties and strike-offs.^1 2 On top of that, every late filing has carried a surcharge since March 2025.³

One month, then it gets expensive

A new manager, a new registered office, new shareholders in an S.à r.l.: changes like these must be filed with the RCS within one month.⁴ For the RBE, the deadline is also one month, counted from when the company knew or should have known of the change.⁵ Annual accounts must be filed no later than seven months after the financial year-end.⁴

Miss the deadline and a surcharge is added to the fee – the later the filing, the higher the surcharge:³

In practice: if your financial year is the calendar year and your 2025 accounts are still outstanding, the surcharge is EUR 200 in November and EUR 500 from December.

The timeline after the registered letter

If LBR finds missing, outdated or incorrect information, the measures escalate step by step – counted from the date the registered letter is sent, not from the event:^1 6

1. Registered letter

   LBR writes to the registered office. From the date of sending, the company has 30 days to put things right.

2. + 30 days

   Warning on the publicly accessible register file.

3. + 2 months

   The deficiencies appear on every register extract.

4. + 7 months

   Daily penalty of EUR 40, capped at EUR 3,600 in total (90 days). The payment order is enforceable.

5. + 12 months

   Ex officio strike-off. The company continues to exist.

6. Then

   Referral to the State Prosecutor. Criminal offences include knowingly failing to file with the RBE or filing false information, punishable by fines on the company of EUR 1,250 to EUR 1.25m. And managers who do not submit the annual accounts to the general meeting within six months face a personal fine of up to EUR 25,000.^5 6 7

Fixing the file ends the procedure at any stage. Penalties already incurred remain payable, however, and the late filing still carries the surcharge. LBR decisions can be challenged before the Administrative Tribunal within three months.^1 6

The real risk for startups

A daily penalty of EUR 40 capped at EUR 3,600 in total will not sink a startup. A warning on the register in the middle of a funding round can do far more damage, because investors and banks pull a register extract for due diligence and KYC. Companies that received a letter in September and did not respond will see their deficiencies on every extract from late November.¹

Three checks founders should run now:

1. Check the register

   Are managers, registered office, shareholders and beneficial owners correct on lbr.lu, including after the last funding round? Are all annual accounts filed?

2. Stay reachable

   Email reminders only go to an address registered with the RCS. The deadline runs from the date the registered letter is sent, and a registered office where nobody accepts mail counts as a deficiency in itself. This matters especially for startups based at an incubator or coworking space.¹

3. Sort out identification numbers

   Every individual registered with the RCS needs a Luxembourg national identification number. Founders not resident in Luxembourg should sort this out early.⁶

This article is for general information only and does not replace advice on individual cases.