Luxembourg Law Implementing Directive EU 2015/849 - Creation Of A Central Register Of Beneficial Owners Of Companies And Legal Entities

Yesterday, the Luxembourg Parliament adopted the law creating a central register of beneficial owners of companies and legal entities (the "Law"). This alert summarises future obligations to be met, potential penalties in case of non-compliance and how we can assist you.

Creation of a beneficiary register named "RBE"

The RBE will be managed by the Luxembourg Trade and Companies Register ("RCSL") which will be responsible for maintaining information on the beneficial owners ("BO") of all entities registered in Luxembourg (SA, SCA, SARL, SCS, SCSp, SE, SNC, GIE, SAS, SC, FCP, Luxembourg branches created by foreign entities and associations) (the "Concerned Entities").

Information concerning registration of information via the RCSL will be further detailed by a Grand Ducal Regulation still to be published.

Information to be registered with the RBE

A BO is to be considered as a natural person who ultimately holds a shareholding, controlling interest or ownership interest of at least 25% plus one share in a Concerned Entity. To the extent no such person exists, the person(s) holding senior managerial positions (Dirigeant Principal) in the Concerned Entities are considered as BO and must be recorded accordingly.

The following information will have to be registered for each BO: identity (name, first name, nationality, date and place of birth, country of residence, professional or personal address, official identification number), as well as the nature and extent of beneficial interests held.

Listed entities will only need to register the name of the market on which the shares are traded.

A Grand Ducal Regulation will provide further details on the supporting documents that must be submitted together with the filing, still to be published.

Maintenance of a BO file at the entity's registered office

Concerned Entities must keep an up-to-date BO file at their registered office, containing the same information as that which has been filed with the RBE. These files must be maintained at a Luxembourg address indicated in the liquidation (or migration) deed for a period of five years after the Concerned Entity's liquidation (or migration).

Timing for the registration of the BO information with the RBE

All Concerned Entities will have six months from the entry into force of the Law to comply with the registration obligations. The Law shall enter into force the first day of the second month following its publication with the Journal Officiel.

Any change to...