CSSF communiqué concerning certain CNC publications (only in French)

What Changed

• - The CSSF endorses and promotes CNC Q&A 26/037 as the reference clarification on the concept of “comptes annuels établis à fins légales” (statutory annual accounts) versus annual accounts prepared for contractual purposes or on a voluntary basis, si
• The Q&A provides clear criteria to distinguish statutory accounts from non‑statutory accounts, including their legal basis, approval process, filing and publication obligations, and permissible use in dealings with regulators, creditors, and other st
• The CNC guidance clarifies that statutory annual accounts must fully comply with Luxembourg accounting law (including mandatory layouts, valuation rules and disclosures), whereas contractual/voluntary accounts may only deviate within the limits permi
• The CNC addresses frequent practical questions from preparers, including whether financial statements prepared for banks, covenants, shareholders’ agreements, management incentive plans or group‑reporting purposes can be treated as statutory, and wha
• The CSSF communicates that misunderstandings between statutory and contractual accounts remain common, implicitly warning against the risk of using non‑statutory statements in contexts where statutory accounts are legally required (for example for di
• Through the referenced interview with the CNC chairman, the CNC announces that Luxembourg accounting legislation is planned to be “refondue” (completely overhauled), indicating forthcoming structural amendments to the legal framework governing annual

Suggested Considerations

• Identify all sets of financial statements prepared by the firm or its Luxembourg entities (statutory, covenant/banking, shareholder/management, group‑reporting, voluntary) and map which are statutory annual accounts under Luxembourg law and which are contractual or voluntary.
• Review the CNC Q&A 26/037 in detail and update internal accounting manuals and group reporting policies to embed the CNC’s definitions, terminology and criteria for statutory versus non‑statutory annual accounts.
• Implement a clear labelling and disclosure convention so that all non‑statutory financial statements explicitly state their nature (contractual or voluntary) and are not presented or communicated as statutory annual accounts.
• Update templates for board and shareholder approvals, minutes and resolutions to ensure that the correct set of statutory annual accounts is approved for legal purposes such as profit appropriation, dividend distribution, capital reduction and regulatory filings.
• Review all contractual arrangements (loan agreements, bond indentures, shareholder agreements, management incentive plans and service contracts) to determine whether they require statutory annual accounts or allow contractual/adjusted accounts, and align documentation and practice accordingly.
• Instruct the statutory auditor and, where relevant, group auditor to confirm how audit opinions will be expressed on statutory accounts versus any additional contractual or voluntary financial statements.

Key Dates

Who is Affected