Covid-19: Adoption of law extending deadlines for disclosing financial statements and other reporting in the financial sector

On 7 May 2020, the Luxembourg Parliament adopted a law extending the deadlines for publishing annual accounts and related reports mentioned in certain specific laws of the financial sector during the state of emergency declared in the context of the COVID-19 crisis (the "Law"). 

The Law provides a three-month deadline extension for certain regulated entities which are not, or are only partially, subject to the Company Law¹  or the RCS Law² with respect to those matters, or whose sector-specific law  provides for more stringent requirements. The following deadlines are extended by three months:

• the publication of annual accounts and related reports (i.e. the management report and the auditor’s report) for credit institutions and insurance and reinsurance companies; 
• the publication of the annual and half-yearly report for securitisation funds;
• the disclosure of the annual report and statutory auditor’s report to investors for SICARs other than those managed by an authorised AIFM;
• the preparation of annual accounts and related reports (management report and auditor's report) for SEPCAVs and ASSEPs;
• the period to make the annual report available to investors for SIFs other than those managed by an authorised AIFM; 
• the publication of the half-yearly report for Part II UCIs.

In order to avoid possible abuse, the Law expressly provides that the possibility to benefit from an extension of the deadlines mentioned above only applies to filings and publications (i) that were not due before the declaration of the state of emergency, i.e. 18 March 2020, and (ii) that relate to periods ending before the end of the state of emergency. The Law will be applicable from the date of its publication.

The Law has to be read in conjunction with Bill 7541. Bill 7541 first postpones the deadlines for convening annual general meetings and these provisions will be applicable to all Luxembourg companies. Bill 7541 also postpones the deadlines provided in the RCS Law and in the Company Law for filing and publishing annual accounts, consolidated accounts as well as related reports and these provisions will be applicable to all Luxembourg companies except the regulated entities referred to above which have the benefit of the Law. Bill 7541 is expected to be adopted this week.

The Law has been published in the Official Gazette on 12 May 2020. An English translation is available below. 

As regards SIFs, SICARs, UCIs, AIFMs and management companies (“Other Supervised Entities”), the CSSF has also already confirmed that it will comply with the ESMA statement on publication deadlines in the fund management area (ESMA Statement dated 9 April 2020). Other Supervised Entities, their management companies and AIFMs who anticipate that the publication of the annual and semi-annual reports will be delayed beyond the legal deadlines must inform the CSSF thereof without delay via e-mail at opc@cssf.lu, indicating the reasons for the delay and, as far as possible, the estimated publication date. They must also inform investors as soon as possible by indicating the reasons for the delay and, as far as possible, the estimated publication date (see Question 15 of the CSSF FAQ on Covid-19).