Holding the Annual General Meeting of Your Luxembourg Company
Published on 10 October 2026 · Updated on 10 October 2026
In short
The annual general meeting in Luxembourg brings together the partners of a SARL or the shareholders of an SA to approve the accounts and the allocation of the result within 6 months of the year end. It also rules on the discharge of the managers. Approved accounts go to the RCS within one month, at most 7 months after the year end.
Definition
The annual general meeting is the meeting, at least once a year, of the partners or shareholders who approve the accounts of the past financial year, decide how the result is allocated and rule on the management of the company’s officers.
The deadlines to meet
- Approval of the accounts
- Within 6 months of the year end
- Filing with the RCS
- Within one month of approval
- Filing deadline
- 7 months after the year end
- Example: year end on 31 December
- Approval by 30 June, filing by 31 July at the latest
The standard agenda
- Presentation of the management report, where required, and of the auditor’s report, if there is one.
- Approval of the balance sheet, the profit and loss account and the notes.
- Allocation of the result: carry forward, legal reserve, dividend distribution.
- Discharge to the managers, directors and, where applicable, the auditor.
- Renewal of expiring terms of office.
From year end to filing
- 1
Prepare the accounts
Balance sheet, profit and loss account and notes, then audit by the auditor if the company has one.
Licensed accountant - 2
Draw up the accounts
The managers or the board of directors finalise the accounts and call the meeting.
Management or board - 3
Hold the meeting
Meeting of the partners or, in a SARL whose articles allow it, written resolutions. Drafting and signature of the minutes.
Partners - 4
File with the RCS
Electronic filing of the approved accounts through the LBR platform, with the structured data from eCDF.
Filing agent - 5
Update the file
Filing of the appointments or renewals of terms of office decided at the meeting.
Filing agent
Legal reserve and dividends
Before any distribution, part of the profit must in principle be allocated to the legal reserve until it reaches the threshold set by law. The distributable amount and the tax treatment of the dividend should be checked with the licensed accountant before the meeting.
The annual meeting does not require a notary, unless it must also amend the articles. If the accounts are already late, the page on late annual accounts explains how to catch up. The filing of the annual accounts details the RCS formality.
Next step
Prepare your annual meeting
We prepare the notices and the minutes, then file the approved accounts.
Frequently asked questions
Does a single-partner SARL have to hold a meeting?
The sole partner exercises the powers of the meeting. The partner approves the accounts by a written decision recorded in minutes, within the same 6-month period after the year end. The RCS filing follows the same rules.
Can the accounts be approved in writing without a meeting?
In a SARL, the articles may provide for written resolutions where the number of partners does not exceed the legal threshold, set at 60. In an SA, a meeting remains the rule; remote participation depends on the articles. Check the articles before choosing the format.
What happens if the meeting is not held within 6 months?
The accounts must still be approved and filed as soon as possible. The delay may lead to late filing fees and, if it persists, expose the company and its managers to penalties. A meeting held late remains valid.
Is the meeting date left to free choice?
For an SA, the articles in principle set the date and time of the annual meeting, which must be held within 6 months of the year end. In a SARL, the management calls the partners within that same period.
Must the minutes of the meeting be filed?
The RCS receives the approved accounts and, where applicable, the management report and the auditor’s report. Appointments decided at the meeting are filed separately. The minutes themselves are kept at the registered office.