CSSF communiqué concerning the publication of Q&A CNC 24/033 on the impact of change in the consolidation scope of a group regarding the assessment of size criteria
The CSSF draws attention to the publication by the Commission des normes comptables (CNC) of Q&A CNC 24/033 (“Q&A CNC 24/033”) entitled Incidences du changement de périmètre de consolidation d’un groupe sur l’appréciation des critères de taille (Impact of a change in the consolidation scope of a group regarding the assessment of size criteria) which is available online in French on the website of the Commission des normes comptables under the section “Publications”, sub-section “Doctrine” Doctrine (cnc.lu).
The accounting law and doctrine clarify the calculation methods for a group of the numerical limits of the three size criteria (balance sheet total, net turnover and average number of employees) as well as the arrangements for the practical application of the repetition criteria referred to in Article 36[1] of the Law concerning the trade and company register (TCR Law), but they are silent on the impact of a change in the consolidation scope of a group regarding the assessment of size criteria.
Consequently, Q&A CNC 24/033 aims at clarifying the impact of such a change on the assessment of size criteria for the categorisation of a group. Thus, in this Q&A, the CNC takes the view that a change in a group’s scope of consolidation during financial year N (through the acquisition or disposal of subsidiary undertakings) should not result in a retrospective change to the consolidated financial statements for financial years N-2 and N-1 in order to determine the category to which the group belongs.
The CNC considers that requiring such a retrospective change in the scope of consolidation in respect of financial years N-2 and N-1 – requiring the group to carry out a new fictitious consolidation year – for the sole purpose of categorising a group, is contrary to the European legislator’s objective of reducing the administrative burden, as well as to the imperative of legal certainty.
1 The CNC published Q&A CNC 19/019 entitled “Catégorisation des entreprises : interprétation du critère de répétition visé à l’article 36 LRCS “(Categorisation of undertakings: interpretation of the repetition criteria referred to in Article 36 of the TCR Law) on its website in order to provide undertakings with the doctrine relating to the arrangements for the practical application of the repetition criteria referred to in the law, thus fostering a homogeneous application of this criteria.
