New RCS Filing Requirements: Mandatory Luxembourg National Identification Numbers for Natural Persons

Starting on 12 November 2024, the Luxembourg Business Registers (LBR) will introduce new filing requirements for natural persons associated with entities registered in the Luxembourg Trade and Companies Register (RCS). These changes are aimed at enhancing the accuracy of records and aligning with the National Register of Natural Persons, thereby improving the quality of official information. 

Who Will Be Impacted? 

The new obligations will apply to all natural persons associated with entities registered in the RCS, including individuals acting in roles such as managers, directors, shareholders, auditors, and legal representatives. This requirement applies regardless of whether the individuals are resident or non-resident in Luxembourg. 

Exemptions: Certain categories of individuals are exempt from this obligation, such as judicial representatives in legal matters and agents of foreign entities with branches in Luxembourg. 

Key Updates and Required Information 

The most notable change is the requirement for entities to submit the Luxembourg National Identification Number (LNIN)—often referred to as the Matricule or CNS number—for each natural person affiliated with an entity. 

  • For those already holding a LNIN: Entities simply need to input the LNIN in the appropriate field during the next filing or update. No additional documentation will be necessary. 
  • For those without a LNIN: An application for a new LNIN will need to be submitted. The application must include personal information such as full name, date and place of birth, nationality, gender, and private home address. In addition, proof of identity and residence documents will be required, with translations accepted in either Luxembourg’s official languages or English (non-certified translations are sufficient). 

Confidentiality: While the LNIN will be mandatory, it will not be made public in the RCS. Other personal details, such as gender, nationality, and residence information, will similarly remain confidential. These details will be shared with the State Information Technology Centre (Centre des technologies de l’information de l’Etat) for entry into the National Register of Natural Persons. 

Transition Period and Compliance 

A transition period starting from 12 November 2024 will be granted, during which entities will be able to update their records free of charge. The duration of this transition has not yet been officially determined. During this phase, filings can proceed even without providing the LNIN, but all entities must ensure they have completed the updates before the end of this period. 

Once the transition period closes, filings involving natural persons—whether new registrations, modifications, or annual updates—must include the LNIN. Failure to comply may result in the rejection of filings by the RCS. 

Effects on the Register of Beneficial Owners (RBE) 

For those listed in the Register of Beneficial Owners (RBE), these changes will also require updates to the RBE records, ensuring that the LNIN is included in line with RCS filings. Keeping these records synchronized is crucial to prevent inconsistencies. 

What Steps Should Entities Take? 

Entities are encouraged to begin gathering LNINs for all relevant individuals as soon as possible. For those who do not yet have a LNIN, it is advisable to start the application process to avoid delays. 

If you require assistance in navigating the registration or updating process, we are here to help. We can provide guidance on both the application for new LNINs and compliance with the updated RCS filing requirements. 

For further details, you can consult the LBR FAQ regarding these new requirements, available in French FAQ – Identifiant National (lbr.lu). 

Should you have any questions or need further support for the registration, feel free to reach out to our Corporate team.