This follows the Law of 23 January 2025 amending:

  1. the Law of 19 December 2002 on the Trade and Companies Register, accounting and annual accounts of undertakings; and
  2. the Law of 13 January 2019 establishing a Register of Beneficial Owners, which entered into force on 1 February 2025.

What has changed?

Before the 2025 reform, the LBR could request an entity to provide or update the information recorded in the RBE. If the entity did not respond within 30 days, the LBR transmitted the file to the State Prosecutor. The law also provided for separate criminal fines for certain breaches of RBE obligations.

As regards the RCS, the LBR could previously review and reject non-compliant filings. The 2025 reform strengthened LBR’s role in monitoring and ensuring the compliance of information recorded in the RCS.

Since 1 February 2025, the LBR has had additional monitoring and administrative enforcement powers. Where an entity fails to regularise deficiencies in its RCS or RBE file following a request from the LBR, the LBR may progressively:

  • display a notice that a verification procedure is ongoing;
  • issue certificates identifying the deficiencies;
  • impose a daily penalty payment of EUR 40 for the period prescribed by law; and
  • administratively deregister the entity’s file, without dissolution or loss of legal personality.

If the entity remains non-compliant after administrative deregistration, the LBR may refer the matter to the State Prosecutor. Depending on the circumstances, the entity may then become subject to administrative dissolution without liquidation.

What should entities do?

Luxembourg entities should verify that their RCS and RBE filings are complete, accurate and up to date.

Where the identification of beneficial owners is not straightforward, Loyens & Loeff can assist with analysing ownership and control structures, identifying the relevant beneficial owners and reviewing existing RBE filings and assessing the accuracy of information recorded in the RCS and RBE.

The LBR’s announcement that it will progressively deploy the sanctions phase from 21 September 2026 therefore implements the administrative enforcement framework introduced by the 2025 reform. The procedures will concern entities whose RCS or RBE files contain incorrect, outdated, inconsistent or missing information, or where a required formality has not been completed.