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.
Automatic deregistration from « inactive » entities in the Luxembourg Trade and Companies Register
The Luxembourg Trade and Companies Register (RCS) announced on 13 January 2020 the automatic deregistration for registered inactive entities. “Inactive Entities” are entities that have not filed, for the past ten years, any documents with the RCS. However, such radiation does not concern public, civil entities and natural persons registered with the RCS.
The concerned entities will be notified in writing and will be granted a one month period to remedy the situation or share their comments with the RCS. However, the automatic deregistration will not impact the existence of the entity, which will still be subject to the appropriate liquidation or dissolution proceedings in order to be dissolved.
Simplified faster legal publication regime in Luxembourg
The new simplified regime regarding legal publication relating to companies and associations has been implemented in Luxembourg on June 1, following approval of the legislation by the Chamber of Deputies on May 10. The legislation, which was published in Luxembourg’s Official Journal on May 30 as the Law of May 27, 2016, is complemented by a circular issued by the Luxembourg Trade and Companies Register on March 24 (Circular RCSL 16/01).
The main practical implications of the new legislation involve the replacement of the Mémorial C, the requirement for registration of FCPs, and penalties for late filing.
RESA replaces Mémorial C, Recueil des Sociétés et Associations
The new legal framework establishes a central electronic platform for official publication required for regarding companies and associations, the Recueil Electronique des Sociétés et Associations or RESA, which can be accessed via the website of the Trade and Companies Register (Registre de Commerce et des Sociétés – RCS).
The electronic platform replaces the Mémorial C, the former official journal, moving the filing and publication of documents online and ensuring a faster and more efficient update of information and registration of documents. The RCS website provides access to the Mémorial C archives.
As a general rule, documents are published in RESA automatically and with immediate effect upon their submission. For example, to notify the appointment of a new board member, it will be sufficient to complete a form on the RCS platform, and publication in RESA will take place automatically without the need to file any further documents.
The system allows the person filing documents on behalf of the company or association to choose a date of publication subsequent to the filing, no later than 15 days from the date of submission of the documents to RCS.
RESA provides an online journal of publications in PDF format with links to the relevant documents. The publication and consultation of documents in RESA is free of charge.
All FCPs to be registered in RCS
In a new feature, fonds communs de placement (FCPs) created starting June 1 are required to register with RCS, irrespective whether they have a Luxembourg or foreign management company. FCPs incorporated before June 1 must be registered with the RCS before December 1 this year. Subsequently all Luxembourg FCPs will have a RCS identification number starting with the letter K (e.g.: K123).
Penalty fees for late filing of annual accounts
From January 1, 2017, fees will be imposed for late filing of annual accounts, with the aim of encouraging timely submission of accounts. The measure envisages a charge of €50 for one month’s delay, €200 for up to four months’ delay and €500 if the company files annual accounts more than four months after the deadline, in all cases free of tax. Certain legal entities are exempt from the application of these fees.
