Luxembourg Business Registers clarifies RBE filings for entities held through fiducies, trusts and foundations

On 19 August 2026, Luxembourg Business Registers (“LBR”) issued Circular LBR 26-01 (the “Circular”), clarifying how beneficial owners should be identified for RBE purposes where a Luxembourg entity is held through a fiducie, trust or foundation.

The Circular is particularly relevant for Luxembourg companies whose ownership chain includes wealth planning, fiduciary or foundation structures. It considers that the RBE analysis should not stop at the ordinary corporate ownership and control test.

A look-through approach

LBR considers a look-through approach: where a Luxembourg entity is held through a fiducie, trust or foundation, the persons to be registered with the RBE as beneficial owners of that entity are, in principle, the beneficial owners of the underlying fiducie, trust or foundation.

Accordingly, depending on the structure concerned, this may require the registration of:

• the settlor(s);
• the fiduciaire(s) or trustee(s);
• the protector(s), if any;
• the beneficiary or beneficiaries, or, where the individual beneficiaries have not yet been determined, the relevant class or category of beneficiaries; and
• any other natural person exercising ultimate control, whether through direct or indirect ownership or through other means.

For foundations, the corresponding persons occupying equivalent or similar positions will need to be considered.

This is the key practical point: the analysis may capture individuals who do not directly hold shares or voting rights in the Luxembourg entity but who occupy a relevant position within the underlying arrangement.

Connection with the new EU AML framework

LBR states that its position is consistent with Article 55 of Regulation (EU) 2024/1624 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.

Although that Regulation is not yet applicable, the Circular notes that its principles may usefully guide the interpretation of the existing rules.

The Circular therefore provides an indication of how LBR considers the existing Luxembourg beneficial ownership rules should be applied to companies held through fiducies, trusts or foundations, against the background of the forthcoming EU AML framework.

What Luxembourg entities should do

Existing RBE filings should be reviewed where a Luxembourg entity is held, directly or indirectly, through a fiducie, trust or foundation.

In practice, the relevant Luxembourg entity and its service providers should consider:

1. reviewing the existing beneficial ownership analysis to determine whether it reflects the approach set out in the Circular;

2. mapping the relevant fiducie, trust or foundation structure, including the settlor, fiduciaire or trustee, protector, beneficiaries or classes of beneficiaries and any other person exercising ultimate control;
3. obtaining the information required for RBE purposes, which may require coordination with foreign trustees, fiduciaries, foundation bodies or their advisers;
4. documenting the revised beneficial ownership analysis, including the basis on which each person has or has not been treated as a beneficial owner; and
5. updating the RBE filing where necessary.

The RBE Law requires changes to registered information to be filed within one month after the entity becomes aware, or should have become aware, of the event making the amendment necessary. The Circular does not, however, specify a separate transitional or remediation period for existing filings. Entities potentially affected should therefore assess their existing beneficial ownership analysis and determine whether an update to their RBE filing is required.

Key takeaway

Circular LBR 26-01 clarifies LBR’s position that, where a Luxembourg company is held through a fiducie, trust or foundation, the beneficial ownership analysis should look through to the beneficial owners of the underlying arrangement or entity.

The fact that the direct ownership of the Luxembourg company has not changed does not, in itself, establish that an existing RBE filing remains consistent with the approach set out in the Circular.

Structures involving fiducies, trusts or foundations should therefore be reassessed by reference to the persons occupying the relevant functions or exercising ultimate control within the underlying arrangement. Particular attention may be required in structures involving beneficiaries who have not yet been individually determined, protectors, several fiduciaries or trustees, corporate persons occupying relevant functions, or existing RBE filings based solely on the ordinary corporate ownership and control test.

The Circular reflects LBR’s administrative position and is expressly stated to be documentary and explanatory in nature, without legal value and subject to any interpretation that may be given by the Luxembourg courts.