Annual accounting and financial obligations of a SARL
The annual general meeting approving the accounts: mandatory deadline of 6 months after year-end
The annual ordinary general meeting (AGM) is the key step: the shareholders approve the accounts (balance sheet, profit and loss account, notes) and decide on the appropriation of the result (reserves, dividends, carryforward). It must be held within 6 months following the financial year-end (e.g. year-end on 31/12: AGM no later than 30/06). The notice period must comply with your articles of association (often at least 8 days), and the agenda must at least cover approval of the accounts, appropriation of the result and, where applicable, discharge of the managers.
Key point: even for a single-member SARL, the AGM remains mandatory and must be formalised by dated and signed minutes. Repeated failure to do so usually blocks the chain “accounts → RCS filing → banks/partners”. Typically, a director who fails to formalise the AGM for two financial years ends up having to regularise urgently (retroactive minutes + late filing), often following a refusal of financing or a formal notice from the LBR.
Filing of annual accounts with the RCS: maximum deadline of 7 months and penalties for late filing
After the AGM, the approved accounts must be filed with the RCS within one month. In practice, the absolute deadline is 7 months after the year-end (e.g. year-end 31/12: filing no later than 31/07). Filing (via www.lbr.lu
using LuxTrust) includes: signed accounts, minutes of approval (or an extract), and where applicable the management report and the auditor’s/statutory auditor’s report. Late filing initially leads to increased fees (progressive scale), but the real risk lies in the strengthened graduated sanctions: warning, public “default” notice, then an administrative fine of €3,500, penalties, and ultimately ex officio deregistration. In practical terms, a director who “puts it off” for several months may be publicly listed as non-compliant, lose the confidence of a client or a bank, and end up paying far more than the cost of timely compliance.
Annual tax returns: 31 May deadline for corporate income tax
Independently of the RCS, the SARL must file its annual tax return (IRC/ICC/IF) generally by 31 May (for a 31/12 year-end). This requires finalising the accounts sufficiently early to complete the return and relevant appendices (depending on your situation: dividends, investments, etc.). Late filing exposes the company to interest and penalties and, above all, to poorly anticipated cash-flow situations if the tax due is underestimated. Best practice: complete the accounting work in Q1 to secure both tax compliance and the RCS timetable.
Ongoing legal obligations and maintenance of mandatory registers
The Register of Beneficial Owners (RBE): update within one month
The RBE is not a “one-off” formality: it must be kept continuously up to date. It concerns beneficial owners (generally those holding more than 25% of the capital/voting rights or exercising effective control). Any change (transfer of shares, entry/exit of a shareholder, change in percentages, change of address or nationality of a beneficial owner) must be declared within one month.
Common case: a share transfer is published with the RCS via a notarial deed, and the director assumes that “everything is done”. If the RBE is not updated, consistency checks detect the discrepancy: warning, public notice, then a fine. The lesson: every shareholding event should automatically trigger a “RCS + RBE” reflex.
Mandatory registers to be kept at the registered office
The SARL must keep and maintain registers that evidence its governance and situation:
Register of shareholders (ownership/transfers of shares);
Register of decisions (AGM minutes, sole shareholder decisions);
Accounting records (journal, general ledger, supporting documents);
Employee register if staff are employed (hiring/leaving information, etc.).
Beyond the risk of sanctions, the issue is evidentiary: in the event of a dispute, audit or banking transaction, the absence of reliable registers can block or weaken the company—and potentially engage the manager’s liability.
The SARL director’s annual calendar – Month by month to forget nothing
January to March: closing and AGM preparation
January: collection of documents, inventories, adjustment entries, depreciation, provisions, trial balance.
February: finalisation of the accounts, preparation of AGM minutes and, where applicable, the management report / auditor’s report.
March (recommended): holding of the AGM (the earlier it is held, the more leeway you retain). An AGM in March then secures tax filing and RCS submission without stress.
April to July: taxation then RCS filing
April: finalisation of the tax return and internal validation (consistency between accounting and tax result, relevant appendices).
May: tax deadline (31 May): filing and management of the related cash outflow.
June (recommended): filing of accounts with the RCS (standard fees, zero reputational exposure).
July: RCS deadline (31 July): last safety net. Verify effective publication and consistency between RCS and RBE.
August to December: recurring obligations and preparation for N+1
August–November: monitoring of periodic obligations (VAT depending on regime, payroll if employees, possible advance payments), management review (receivables, provisions, budget).
December: preparation for closing (inventories, cut-off, balance sheet review). If dividends are planned: anticipate documentation and any withholding tax obligations.
Downloadable checklist and support
To keep pace without mental overload, the ideal solution is a single annual calendar (with alerts) tailored to your year-end date and regime (VAT, employees, shareholding). In practice, an “annual support” package can cover: AGM/minutes preparation, RCS filing, RBE monitoring, maintenance of registers and proactive reminders, in order to avoid late filings, public notices and fines.
Conclusion
Compliance of a Luxembourg SARL rests on three pillars: AGM within 6 months, RCS filing within 7 months, tax return by 31 May (common case), plus ongoing obligations (RBE within 1 month, registers kept up to date). With strengthened sanctions (fine of €3,500, public notice, risk of deregistration), the best course of action is simple: anticipate (AGM in March, filing in June) and systematise update reflexes (notably RBE upon any change in shareholding).
