The Luxembourg Business Registers (LBR) is an EIG (economic interest grouping) whose members include the State, the Chamber of Commerce and the Chamber of Skilled Trades and Crafts.
The LBR manages the following registers:
- the Trade and Companies Register (Registre du Commerce et des Sociétés - RCS);
- the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA);
- since 1 March 2019, the Register of Beneficial Owners (Registre des bénéficiaires effectifs - RBE).
The LBR is subject to the authority of the Minister of Justice.
The LBR is an official companies register, which means that the data it holds on companies' beneficial owners can be accessed by the general public and national authorities tasked with combating money laundering and the financing of terrorism.
Who is concerned
All business entities registered with the RCS must file the details of their beneficial owners with the RBE.
This requirement applies to:
- commercial companies;
- economic interest groupings;
- European economic interest groupings;
- subsidiaries set up in Luxembourg by commercial and civil companies, economic interest groupings and European economic interest groupings formed under the law of another State;
- civil society organisations;
- non-profit associations;
- pension savings associations;
- agricultural associations;
- State- and municipal-run public-sector enterprises;
- mutual insurance associations;
- special limited partnerships;
- mutual investment funds;
- other legal persons and entities required to register by law.
Sole traders, temporary commercial companies and joint ventures are not bound by this requirement to register.
The beneficial owners in question include:
- any natural person who ultimately owns or controls the legal entity; or
- any natural person on whose behalf a transaction is conducted or an activity is undertaken.
In the case of a company, the term “beneficial owner” refers to any natural person who ultimately owns or controls the company on account of their holding a sufficient percentage of the shares, voting rights or capital of the company in question, directly or indirectly.
- if no beneficial owner can be clearly identified, the most senior executive of the registered entity.
Any entity that is required to file beneficial ownership details must first be registered with the RCS.
Applications to file beneficial ownership details or to update such details must be submitted within one month of the date on which the entity became aware, or should have become aware, of an event or circumstances triggering the requirement to file.
As a rule, filing fees are to be paid online but, in exceptional circumstances, payments can be made in cash at the LBR support desk.
The fees are due for each individual filing submission. However, in the event of regular and recurring filings, entities may apply to the LBR for approval to pay on receipt of a monthly invoice.
How to proceed
Details must be filed online with the Register of Beneficial Owners (RBE). The applicant (an entity, a notary or any other person appointed to represent the filing entity) must log in to the LBR website using a LuxTrust certificate.
Once the entity filing for registration on the LBR website has been identified, an online electronic filing form is made available to the applicant. If any beneficial owners are found, the following form fields will need to be completed:
- the first name(s) and surname of each beneficial owner;
- their nationality (or nationalities);
- their date of birth (day, month and year);
- their place of birth;
- their country of residence;
- their full private or business address;
- their national identification number (for individuals registered with the RNPP);
- a foreign identification number (for non-residents not registered with the RNPP);
- the nature and extent of their ownership holdings.
If the registered entity for which the application is being filed is a company whose stocks have been admitted to trading on a regulated market, only the name of the regulated market need be specified on the form.
The filing application can then be submitted to the LBR Register Manager, along with any necessary supporting documents.
In certain specific cases, supporting documents will need to be provided. These include:
- a copy of an official document establishing the identity of the natural person whose details are being filed, when they do not have a Luxembourg national identification number;
- a duly justified request to restrict access to the beneficial owner’s personal data;
- a document certifying that the entity is a company whose stocks have been admitted to trading on a regulated market.
The LBR’s decision
Within 3 business days, the applicant will receive a confirmation receipt for the successful filing with the RBE.
If the filing application fails to meet the requirements, the RBE Register Manager will ask the filing entity to remedy the shortcoming within 15 days. If the new filing application still fails to meet the requirements, the RBE Register Manager will refuse the filing and send a reasoned refusal to the applicant.
Applicants may appeal the RBE Register Manager’s refusal before the courts. Such appeals must be lodged with the presiding judge of the competent district court.
Luxembourg law provides for a fine of between EUR 1,250 and EUR 1,250,000 for a registered entity which:
- fails to file their beneficial ownership details with the RBE;
- files inaccurate, incomplete or out-of-date beneficial ownership details.
Beneficial owners who fail to provide their registered entity with the information it requires to fulfil its obligations to file with the RBE risk a fine of between EUR 1,250 and EUR 1,250,000.
Access to the RBE
From 1 September 2019, anyone will be able to access the RBE database online, free of charge, through the RBE portal on the LBR website.
Extracts from the RBE can be ordered from the RBE Register Manager.
All data held in the RBE database can be consulted, with the exception of personal data (addresses and personal identification numbers) and data covered by an access restriction order.
Under Luxembourg law, companies and beneficial owners can file a request to restrict public access to beneficial ownership details. Such restrictions must be time-limited and duly justified by certain circumstances, such as:
- a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation; or
- when the beneficial owner is a minor or legally incapacitated.
If the request to restrict access to beneficial ownership details is approved by the RBE Register Manager, the details will only be accessible to national authorities, lending institutions, financial institutions, bailiffs and notaries.
If the request is denied by the RBE Register Manager, the filing entity may appeal the decision before the presiding judge of the competent district court within 15 days.
The RBE Register Manager’s decisions concerning requests to restrict access to beneficial ownership details are published on the RBE website.