Practical update on the Luxembourg register of ultimate beneficial owner

The law of 13 January 2019 establishing a register of beneficial owners (registre des bénéficiaires effectifs, “RBE”) entered into force on 1 March 2019 (the “RBE Law”). 

The RBE Law was followed by a grand ducal regulation dated 15 February 2019 relating to the modalities of registration and payments of the administrative fees and access to information registered with the RBE.

On 25 February 2019, the Luxembourg Business Registers (the “LBR”), being the manager (gestionnaire) of the RBE, issued a circular (LBR 19/01) clarifying certain aspects relating to the scope of the RBE, the declarations to be made thereto and the consultation thereof by the public (the “RBE Circular”).

Below is a brief summary of (i) the most important points referenced in the RBE Circular and (ii) the latest updates published by the RBE:

  • All entities registered with the Luxembourg Trade and Companies Register (the “RCS”) have the obligation to identify, gather and file certain information regarding their beneficial owners with the RBE. This filing can be done by electronic means through the LBR's website.
  • All beneficial owners, i.e. any natural person who ultimately owns or controls the entity and/or any natural person on whose behalf a transaction or activity is being conducted, must be registered with the RBE. In case of companies, this includes any natural person who ultimately owns or controls a legal entity through direct or indirect ownership or control over a sufficient percentage of the shares or voting rights.
  • Provided there are no grounds for suspicion, if no such person is identified or if it is not certain that the identified person(s) are the beneficial owner(s), any natural person(s) who hold the position of senior managing official(s) (dirigeant principal) shall be considered a beneficial owner.
  • Upon registration of the beneficial owner(s) with the RBE, supporting documents will in certain situations have to be submitted, e.g.:
    • official identification documents for natural persons who are not registered with the RCS accompanied, as the case may be, by a French, German or Luxembourgish translation thereof;
    • if applicable, the request for restriction of access to certain information (details for such request are set out in section 3.3 of the RBE Circular); or
    • a document evidencing that the entity is listed on an eligible regulated market.
  • The Luxembourg national authorities have access to the RBE’s information and records regarding entities that are registered as well as those that were stricken-off from the RCS.
  • The RBE Law provides for a 6-month transition period to comply with the new requirements, such transition period starting on 1 March 2019 and ending on 31 August 2019. On 29 August 2019, the RBE however granted an administrative three-month extension, meaning that covered entities now have until 30 November 2019 included to make their filings
  • Registrations and declarations to the RBE will be exempted from administrative fees up until 30 November 2019 included.
  • The public should be able to consult the RBE as of 1 September 2019.
  • The RBE can, upon demand to be addressed to the manager (gestionnaire) of the RBE, issue extracts in electronic or secured headed paper format containing the information referred to in article 3 of the RBE Law. If no information is available regarding a particular registered entity, a certificate confirming the same can also be issued.

The RBE also published an explanatory guide including inter alia (i) its proposed methodology on how to identify beneficial owners and (ii) some examples of situations and explanations on how the RBE interpret the requirements set out in the RBE Law in such cases. The latest version of this guide was made available on 7 August 2019 and is available directly on the RBE’s website.