Luxembourg’s parliament adopted on January 13, 2019 legislation instituting a register of beneficial owners as part of the implementation of the EU’s fourth and fifth anti-money laundering directives. The law came into force on March 1, and existing companies have up to six months, until September 1, to comply with the new requirements.

The law applies to all entities registered with the Luxembourg Register of Commerce and Companies, including the most popular types of commercial company: public limited company (société anonyme or SA), private limited company (société à responsabilité limitée or sàrl), corporate partnership limited by shares (société en commandite par actions or SCA), common limited partnership (société en commandite simple or SCS), special limited partnership (société en commandite speciale or SCSp) and co-operative company (société cooperative or SC). Importantly, both regulated and unregulated investment funds, including open-ended and closed-ended investment companies (SICAVs and SICAFs), as well as contractual funds (FCPs), fall under the scope of the legislation.

These entities will be required to identify their beneficial owners and maintain certain up-to-date details concerning them at their registered office. This information must also be provided to the central register of beneficial owners, as described below. Listed companies whose securities are admitted to trading on regulated markets are exempt from the obligation to provide details of their beneficial owners to the register, but they must make an application for exemption.

The law establishes a central Register of Beneficial Owners (Registre de bénéficiaires effectifs, or RBE), which will retain information on the beneficial owners and make it available to public authorities, other entities and the general public. The register will be maintained and operated by the Luxembourg Business Register based on rules and procedures due to be published soon by the government.

Who is a beneficial owner?

The legislation refers to the definition of the beneficial owners provided by the Luxembourg law of November 12, 2004 on combating money laundering and the financing of terrorism, as subsequently updated. The AML law defines a beneficial owner as any individual(s) who ultimately owns or controls a legal entity or on whose behalf a transaction or activity is carried out.

In case of a corporate entity this includes any individual who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient proportion of the entity’s shares, voting rights or ownership interests. The 2004 legislation sets 25% as the minimum ownership share in an entity to be treated as indicating direct ownership.

If, after having exhausted all possible means provided by the AML law and provided there are no grounds for suspicion in this respect, no individual can be identified as the beneficial owner(s), a senior manager shall be designated in the register as the beneficial owner.

What information must be provided?

The information required comprises the following data on the beneficial owner:

  • nationality;
  • date and place of birth;
  • country of residence;
  • private or professional address;
  • national identity number;
  • nature and extent of beneficial interests in the entity in question.

Registration requests are submitted to the Register of Beneficial Owners through the electronic platform provided by the Luxembourg Business Register. The information, including supporting documents, will be retained by the register for five years after the dissolution of the entity or it ceasing to exist.

The register may refuse the registration request if it is incomplete, does not comply with legal or regulatory requirements, or is inconsistent with the supporting documents.

Any changes to the information provided to the register must be notified within one month from the moment at which the registered entity learned or should have learned about the changes.

Criminal penalties, including fines ranging from €1,250 to €1.25 million, may be imposed on entities or their representatives if they fail to supply the information to the register by the deadline, provide partial, incorrect or outdated information, or fail to maintain up-to-date records at the registered office. The same penalties will apply to beneficial owners who fail to provide the entity with the necessary information. Anyone with access to the register who becomes aware of incorrect or missing information must inform the register without delay.

Who can access the register?

Principal information provided to the register (excluding private or professional addresses and national identity numbers) will be publicly available and can be consulted online by any person. Full, unrestricted and unlimited access will be granted to Luxembourg’s public authorities, including the public prosecutor’s office, the financial intelligence unit, the financial regulator CSSF and the tax authorities.

Exceptionally, on a case-by-case basis and subject to justification, the legislation allows entities to request restriction of access to the information included in the register. However, access restriction is possible only under certain exceptional circumstances, such as a disproportionate risk of fraud, kidnapping, blackmail, harassment or intimidation of the beneficial owner, or in cases where the beneficial owner is a minor or otherwise does not enjoy full legal rights. Restriction does not affect access by the Luxembourg public authorities.

Obligation to communicate information on the beneficial owner

The registered entity will be obliged to communicate on request all relevant information concerning the beneficial owner, as maintained in its registered office, to the Luxembourg national authorities. Communication of the information must be made to the public authority within a deadline of three days from the request.

Furthermore, unless access to this data had been restricted in accordance with the exceptional procedure described above, each registered entity must communicate relevant information on the beneficial owner (except for their private or professional address and the national identity number) to institutions and professional entities subject to anti-money laundering requirements under the AML law, including banks, financial sector professional entities, investment funds, insurance companies, notaries and lawyers. Communication of the information must be made, subject to proper justification, within three days of the request by the institution or professional entity. Failure to comply within the deadline is also punishable by fines ranging from €1,250 to €1.25 million.

For further information, please contact Olivier Sciales at