What are the new sizing criteria for companies and groups in Luxembourg? Find out about the changes introduced by the Grand-Ducal regulation of 25 October 2024, and their impact on your accounting and administration obligations.

By Grand-Ducal regulation of 25 October 2024, published on 7 November 2024, the detailed criteria as referred to in the amended law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of companies (the “2002 Law“) as well as those relating to the exemption from consolidation of groups in accordance with the amended law of 10 August 1915 on commercial companies (the “1915 Law“) have been amended upwardly readjusted by the delegated directive (EU) 2023/2775 of 17 October 2023.

The purpose of this update is to harmonize the classification of companies/groups according to their size, reflecting recent inflation and to simplify administration procedures. These new criteria apply to financial years starting on or after 1 January 2023.

In the 2 tables below, to be classified within a particular category, the company/group must exceed (or no longer exceed) 2 of the 3 financial thresholds for 2 consecutive financial years.

Exceeding or not exceeding the category thresholds has significant impacts on various obligations (presentation of accounts, publication requirements, statutory audit obligations, etc.). For example, medium-sized and large companies are required to have their annual accounts audited by one or more approved statutory auditors.

These new criteria introduce important changes for companies and groups in Luxembourg. A careful assessment of their impact on accounting and administrative obligations is essential to ensure compliance with the updated framework.

Size of company in terms of annual accounts – Articles 35 and 47 the 2002 Law

Size of company in terms of annual accounts – Articles 35 and 47 the 2002 Law

Exemption from consolidation linked to the size of the group: article 1.711-4 of the 1915 Law

Exemption from consolidation linked to the size of the group: article 1.711-4 of the 1915 Law

By Jean-Philippe FRANCOIS, Partner – Avocat à la Cour, DSM Avocats à la Cour