Luxembourg Law On The Register Of Beneficial Owners Comes Into Force

On 1 March 2019, the Law of 13 January 2019 (the Law) establishing a register of beneficial owners ("Registre des bénéficiaires effectifs", the RBE) came into force, marking the start of the six-month grace period given to entities falling under its scope to comply with its requirements.

Who are the beneficial owners?

Beneficial owners are defined by the Law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended, as "any natural person(s) who ultimately own or control the customer or any natural person(s) on whose behalf a transaction or activity is being conducted." More precisely, the notion comprises any natural person who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of shares, voting rights or via other means. The holding of more than 25% of the aforementioned rights is used as an indicator of both direct and indirect ownership, noting that a natural person owning less than this threshold may also be considered as beneficial owner of a corporate entity if that person exercises actual control via other means. If it is not possible to identify the beneficial owners using those methods and provided there are no grounds for suspicion, senior managers will be considered as such.

Which legal entities are affected?

Legal entities which fall under the scope of the Law are, inter alia, public limited companies (sociétés anonymes), private limited companies (sociétés à responsabilité limitée), partnerships limited by shares (sociétés en commandite par actions), common limited partnerships (sociétés en commandite simple), special limited partnerships (sociétés en commandite spéciale), foundations, civil companies, (European) economic interest groups (groupements (européens) d'intérêt économique, GIE), investment funds (fonds d'investissement) and Luxembourg branches of foreign companies.

Which information needs to be registered?

Information on beneficial owners that will have to be reported on the RBE includes the name, date and place of birth, nationality, country of residence, precise professional or personal address, national identification number or its foreign equivalent, as well as the nature and the extent of the beneficial interest held in the relevant entity. Entities whose securities are admitted to trading on a regulated market in Luxembourg, an EEA country of a third country which imposes transparency obligations equivalent to those...