The statutory audit threshold for a Luxembourg company requires consecutive breaches

As defined by the commercial register law, crossing the limits of two of the three criteria only changes a company's size class if it happens at two consecutive balance-sheet dates. When that repetition removes the small-company status, the general meeting has to appoint a réviseur d'entreprises agréé — and the appointment has to happen before the accounts can be approved inside the 6-month window, not after.

The exemption vanishes when the statutory limits are breached repeatedly

The law states that companies that stay within the article 35 small-company limits are exempt from appointing a réviseur d'entreprises agréé, so the audit is triggered by exceeding two of those three criteria.

The criteria defining that threshold are strict — a balance sheet of €7,500,000, a net turnover of €15,000,000, and 50 employees. The general meeting is only forced to act if the breach remains at the following balance-sheet date.

The timeline of the audited year compresses the statutory deadlines

The year an audit becomes mandatory changes how the closing months operate. The statutory filing limits remain the same, but the work required to meet them expands. The sequence stacks the auditor's work against the hard boundaries of the commercial register — and every step depends on the one before it.

1. The auditor appointment: Because annual accounts must be audited by one or more réviseurs d'entreprises agréés appointed by the general meeting, the shareholders must act before the approval phase begins. The general meeting drives this, not the directors acting alone.
2. The approval window: The general meeting has 6 months after the financial year-end to approve the accounts. The statutory audit must be complete by this date, aligning with the requirement for an annual general meeting within 6 months of the financial year-end.
3. The filing leg: The law grants exactly 1 month following that approval to execute the filing. The rule requiring accounts to be filed within 1 month of approval means a company cannot hold the approved documents indefinitely.
4. The outer limit: The steps stack against a hard boundary. The outer deadline after the financial year-end is 7 months. The total timeline maps to an AGM within 6 months plus 1 month to file, resulting in the final 7-month window.

The historical thresholds dictate which older years required an audit

The current limits apply to financial years beginning on or after 1 January 2023. For the years preceding that date, the small-company limits were significantly lower. The balance sheet threshold stood at €4,400,000, while the net turnover limit was €8,800,000. Assessing whether a company breached the criteria in those earlier periods means measuring against the older figures — even if the assessment happens today.

The ceiling for medium-sized companies

The same legislative update raised the ceiling for medium-sized companies. The medium limits now stand at a balance sheet of €25,000,000, a net turnover of €50,000,000, and 250 employees. Before that date, those figures were capped at €20,000,000 for the balance sheet and €40,000,000 for net turnover.

The boundaries of the filing and disclosure rules

Not every business structure faces these corporate filing obligations, and certain entities fall outside the standard disclosure requirements entirely.

The sole trader exemption

A natural person operating as a sole trader is excluded from the annual accounts filing mechanism if their turnover remains low. The page listing who must file confirms an exemption applies when turnover is below €100,000.

The listed company exemption

At the other end of the scale, transparency rules apply differently to publicly traded entities. While standard commercial companies must register all ultimate beneficial owners, an exemption applies to companies whose equity trades on a regulated market in the EU or in a third country with equivalent transparency requirements, but anyone holding at least 25% of the listed company's capital must still be identified.

The balance sheet growth alters the minimum net wealth tax

Crossing the statutory audit limits often aligns with crossing the thresholds for the minimum net wealth tax. The tax office does not apply a single flat fee for all resident companies. Instead, the minimum net wealth tax scales directly with the balance sheet total: €535 (balance sheet ≤ €350k) · €1,605 (€350k–2M) · €4,815 (> €2M). A company that triggers the audit requirement by breaching the €7,500,000 balance sheet threshold will already be paying the highest tier of this minimum tax.

The corporate domicile and name distinctiveness set the baseline

Before a company ever reaches its first year-end or appoints an auditor, its initial registration sets the baseline. The commercial register enforces strict rules at incorporation. The the name must be different from that of any other existing company. the domicile of any commercial company is at the company's principal establishment. Once the statutes are signed, the clock starts: the month runs for the mandatory deposit at the RCS within 1 month.

The validated electronic accounts serve multiple administrations at once

An audited set of accounts feeds more than just the corporate register. On the electronic filing platform, annual accounts validated in eCDF serve the official RCS filing and are available to STATEC for statistics and to the AED and ACD for cross-checking annual VAT and tax returns. This data-sharing scope means the figures signed off by the auditor immediately become the baseline for the tax authorities.

The underlying records remain in Luxembourg for 10 years

The audit relies on the company's bookkeeping, and those underlying documents carry their own statutory lifespan. For a live company, records may be kept electronically, but they must be retained for 10 years in Luxembourg. You can read the specific requirements for what constitutes a valid ledger in our guide to bookkeeping requirements in Luxembourg.

The retention burden drops for a liquidated entity

If the company is wound up, the retention burden drops. For an entity in liquidation, the period is 5 years.

The general meeting drives the appointment

The mechanism for instating the auditor is strictly defined. The directors do not simply hire an audit firm as a vendor. The general meeting must make the appointment — meaning the shareholders formally resolve to engage the réviseur. Founders preparing for an audited year often hand the timeline management to the firm handling their accounting and tax compliance in Luxembourg, because a delayed appointment leaves the auditor too little time to complete their work before the 6-month deadline closes.

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Figures verified against legilux.public.lu, legilux.public.lu, guichet.public.lu, guichet.public.lu on 2026-09-28.