LUXEMBOURG Trends and Developments Contributed by: Peter Moons and Katerina Benioudaki, Loyens & Loeff
• Luxembourg public limited company (S.A.); • Luxembourg partnership limited by shares (S.C.A.); • Luxembourg private limited liability company (S.à r.l.); and • Luxembourg partnerships (S.N.C. and S.C.S.), provided their direct or indirect partners, who are indefinitely liable, are organised as limited companies or similar. Thus, any entity organised under another legal form (such as special limited partnerships ‒ Société en Commandite Spéciale ‒ SCSp) falls outside the scope of the Law. Carve-out for banks Groups engaged in the banking sector are already required to publish a CbCR pursuant to the Capital Requirements Directive IV. The Law therefore avoids the double reporting in this sec - tor by providing a general carve-out, subject to certain conditions. What information should be disclosed? The public CbCR for the financial year concerned should include, among others, a list of all sub - sidiaries included in the consolidated accounts, a brief description of the nature of their activities, the number of full-time equivalent employees, the turnover, the amount of profit or loss before tax and the amount of corporate income tax and withholding tax paid. Omission from disclosure Luxembourg chose to permit in-scope entities to defer, under certain conditions, the disclo - sure of commercially sensitive information. In cases where the disclosure of one or more of the required pieces of information would constitute a serious prejudice to the commercial position of the reporting entity, their temporary omission is allowed. Any omission shall be clearly indicated
in the CbCR and accompanied by an explana - tion. Nevertheless, any omitted information shall be published in a subsequent CbCR within a maximum period of five years from the date of its initial omission. To date, there is no administrative guidance as to which information is considered commercially sensitive capable of constituting a serious preju - dice to the commercial position of the reporting entity. It remains to be seen whether the LTA will issue guidance on the matter, and the Luxem - bourg courts will take a position in their judg - ments. How to disclose? In-scope entities, in principle, shall make the CbCR available to the public in at least one of the official EU languages for free within 12 months of the balance sheet date of the financial year to which the report is drawn up by post - ing it on their website. The public CbCR shall remain accessible for a minimum of five con - secutive years. However, in-scope entities are exempted from publishing the public CbCR on their websites, where the report is simultaneously published in a machine-readable electronic reporting format on the website of the Luxembourg Trade Regis - ter (RCS) and made available to any third party located in the EU free of charge. In such cases, entities shall inform the public by including, on their website, the reasons for the exemption and by making reference to the RCS website. It should be noted that the Law does not foresee the possibility to designate another group entity to publish the public CbCR. However, both the public CbCR Directive and the Law provide that the rules no longer apply provided that the non- EU ultimate parent undertaking (UPE) publishes
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