A NEW OBLIGATION: THE REGISTER OF BENEFICIAL OWNERS

The Chamber of Deputies has adopted the law of January 13, 2019 completed by the Grand-Ducal Regulation of February 15, 2019 establishing a Register of Beneficial Owners (hereafter "Register"). 

  1. What is the Register of Beneficial Owners?

    Established under the authority of the Ministry of Justice, the Register is a file centralizing and retaining information on the beneficial owners of civil and commercial companies and other Luxembourg entities registered with the Trade and Companies Register (hereafter designated : “RCSL”).

  2. Who are the beneficial owners (hereafter "Beneficiaries")?

    The legal definition is taken from art 1 (7) a) of the law of November 12, 2004 on the fight against money laundering and the financing of terrorism.

    In the case of companies, this refers to any natural person who ultimately owns or controls a legal entity, by virtue of having directly or indirectly a sufficient percentage of shares or voting rights or a shareholding in this entity. A direct or indirect shareholding in the share capital of at least 25% is considered as falling within the beneficiary’s definition.

    If you, as natural person, holds directly or via Luxembourg or foreign companies more than 25% of the share capital of an entity registered with the RCSL then you fall within the scope of this new obligation.

  3. Which information about Beneficiaries is entered and kept in the Register?

    L’article 3 de la loi du 19 janvier 2019 liste les informations sur les BE des entités immatriculées qui doivent être inscrites et conservées dans le RBE :

    • the name

    • the first name (s)

    • the nationality (s)

    • the date of birth

    • the place of birth

    • the country of residence

    • the private address or the precise business address

    • the Luxembourg registration number if existing or, failing that, a foreign identification number

    • the nature of the beneficial interests held in the company

    • the extent of the effective interests held in the company

    As an exception, publicly traded companies are only required to enter the name and country of the market on which their securities are admitted to trading.

  4. Who has access to the Register of Beneficial Owners?

    Anyone has access online to the Register, the search is carried-out either through the trade register registration number of the entity or through its name.

    Only Luxembourg national authorities have access to private or business addresses as well as to the registration or identification number of the Beneficiaries and are entitled to carry out their search through the name of the Beneficiary.

    Public access to its data may be limited by an entity following an express request to the register, provided the register manager considers exceptional circumstances justify such a limited access. This limit does not apply to Luxembourg national authorities.

  5. Who is responsible for the registration in the Register of Beneficial Owners?

    The entity registered in the RCSL – hence its management – is responsible for recording the legally required data.

    Any entity shall have to register within one month any information relating to its ultimate beneficiaries or update of the information entered and registered with the Register. For example, if the beneficiary is naturalized in Luxembourg or changes his address, the entity must update within one month the data and register his/her new nationality/address in the Register.

    Registered entities before 01st March 2019 benefit from a transitional period until 31 August 2019 to register their information.

    The entity in question may give power to a third party to proceed to such registration on its behalf (see at the end of this newsletter).

  6. Which documents must be filed with the Register of Beneficial Owners?

    All you need is a valid identity document, an identity card for a EU national or a passport for a non-EU national. In case the passport is not printed in Latin character, a translation into French or German will be required.

    Particular attention should be paid to the expiry date of the documents filed with the Register: if an identity document kept by the Register expires, the entity must file within one month the new identity document with the Register.

  7. Obligation of the Beneficiaries to provide information to the entity.

    Any Beneficiary of a registered entity must provide this entity with the information necessary to enable it to comply with its legal requirements.

  8. Obligation of the entity to retain information on Beneficiaries.

    Registered entities must obtain and keep at their registered office, a file with information on their Beneficiaries and supporting documents.

  9. Obligations of the entity to provide information on the Beneficiaries.

    Upon request of Luxembourg national authorities or professionals acting within the framework of their due diligence obligations in compliance with the amended law of 12 November 2004 on the fight against money laundering and terrorist financing, registered entities must provide within three days, all information on their ultimate beneficiaries.

  10. Which the penalties are incurred?

    1. Penalties against the registered entity :

    Conduct Fines
    the registered entity fails to submit within the time limits prescribed by law an application to include all information on its ultimate beneficiaries in the Register and any changes thereto From 1.250 € up to 1.250.000 €
    the registered entity knowingly requests the registration of inaccurate, incomplete or non-current information From 1.250 € up to 1.250.000 €
    the registered entity fails to obtain and keep, at its registered office, information on its ultimate beneficiaries From 1.250 € up to 1.250.000 €
    the registered entity knowingly provides national authorities and professionals with inaccurate or outdated information From 1.250 € up to 1.250.000 €

    2. Penalties against the beneficial owner:

    Conduct Fines
    The Beneficiary fails to provide information to the entity. From 1.250 € up to 1.250.000 €
  11. What is the deadline for compliance with the legal requirements?

    Registered entities before 01st March 2019 benefit from a transitional period until 31 August 2019.

    The Register of Beneficial Owners will only be available as of September 1, 2019.

  12. Registration fees

    Any request for registration and amendment to a registered information is charged a EUR 15,00 administrative fee by the Register. However, during the transition period these are free of charge.

    Any request for an extract or certificate is charged a EUR 5,00 to 10,00 administrative fee.

FISOGEST S.A. can help you to be in compliance with the legal requirements!

FISOGEST S.A. can help you to fulfil your obligations. Please click on the below button if you wish we help you.

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In the meantime, if you are the beneficial owner of such an entity, we can only recommend to renew your identity document if it expired or is about to expire.