Luxembourg Business Registers launch enforcement phase for RCS and RBE compliance

The procedure follows the amendments introduced by the law of 23 January 2025 to the law of 19 December 2002 on the RCS and the accounting and annual accounts of companies (the RCS Law) and the law of 13 January 2019 establishing the RBE (the RBE Law).

Monitoring of RCS and RBE information

Information registered with the RCS and RBE must be adequate, accurate and up to date. To ensure compliance with this requirement, LBR monitors registered information and may request supporting information or documents substantiating the accuracy of a registration.

Since January 2026, LBR has used an automated process to monitor the RCS and RBE databases. The process is designed to identify incorrect or outdated information, missing information required by law and failures to file required deeds.

The monitoring also has a preventive component. LBR may notify newly registered entities, and entities for which no non-compliance has been identified, of approaching deadlines. These notifications may take the form of automated emails, where an email address has been registered with the RCS, or messages displayed on the LBR portal when a filing or declaration is being prepared.

Following an initial period focused on information and voluntary regularisation, LBR will start progressively applying the enforcement measures from 21 September 2026. ASBLs and foundations are not concerned by the launch of this enforcement phase for the time being, as information and awareness-raising measures remain ongoing in their respect.

A 30-day period to regularise

Where LBR identifies missing, outdated or incorrect information, or a failure to file a deed required by law, it will send the person or entity concerned a request to update its file by registered letter.

The entity then has 30 days from the date on which the request is sent to bring its file fully into compliance.

The request will identify the instances of non-compliance detected by LBR, specify the applicable deadline and provide information on the measures and sanctions that may follow, as well as the available remedies.

The registered letter is sent to the registered office recorded with the RCS. The Circular stresses that an unsuccessful delivery does not interrupt the procedure or suspend the applicable deadlines. The absence of an actual registered office may itself constitute an additional instance of non-compliance.

Progressive measures in case of continued non-compliance

Where the file has not been fully regularised, the measures provided for by the RCS Law and RBE Law apply progressively.

After 30 days, a warning indicating that the file is not up to date and that a verification proceeding is ongoing will be displayed on the LBR portal and will be visible to third parties.

After two months, outstanding instances of non-compliance will also be indicated on RCS and RBE extracts and will remain visible to third parties consulting the entity’s file on the LBR portal.

After seven months, if the identified instances of non-compliance have still not been fully regularised, LBR will impose a penalty payment of EUR 40 per day, up to a maximum of EUR 3,600.

After 12 months, continued non-compliance will result in the ex officio deletion of the entity’s file from the RCS and RBE. According to LBR, this is an administrative and reversible measure and does not result in the dissolution of the entity. Following the deletion, the file will be referred to the State Prosecutor.

Full regularisation during the procedure brings it to an immediate end and results in the measures already applied being lifted, except for any penalty payment, which remains payable. Partial regularisation does not terminate the procedure, and any new instance of non-compliance identified during an ongoing procedure will be added to it.

Decisions taken by LBR in connection with the compliance procedure may be challenged before the Administrative Tribunal within three months.

What should Luxembourg entities consider?

The start of the enforcement phase gives Luxembourg entities a practical reason to verify that their RCS and RBE files accurately reflect their current situation and that all required filings have been made.

Particular attention should also be paid to the registered office appearing in the RCS. Since the 30-day regularisation period runs from the date on which LBR sends its registered letter, an entity’s failure to receive the letter does not stop the procedure or the applicable deadlines.

Entities that identify incomplete, inaccurate or outdated information may therefore wish to regularise their RCS and RBE files without waiting for a formal request from LBR.

Don’t hesitate to contact our corporate team should you need our assistance.