Luxembourg Transparency Registers: Soon A Reality!

On 6 December 2017, two Bills of Law which will implement articles 30 and 31 of the Directive (EU) 2015/849 of the European Parliament and the Council of 20 May 2015 on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing ("4th Anti Money Laundering Directive") were introduced to Luxembourg's Chamber of Deputies.

The Bills of Law will put in place in Luxembourg two registers to hold and provide information on beneficial owners of Luxembourg legal entities and express trusts.

The definition of "beneficial owner" is the same as the definition set out in the law dated 12 November 2004 on the fight against money laundering and terrorist financing as amended ("AML Law"). However, the definition might be amended when Bill of Law n° 7128 enters into force ( see our alert on this topic).

1. Register of beneficial owners (Bill of Law n°7217)

   Luxembourg legal entities will be required to comply with the following obligations and could face a criminal fine of up to €1,250,000 if they fail to do so:

   To obtain and hold at their registered office information on their beneficial ownership (companies are obliged to keep such records for a period of 5 years after the dissolution or end of the existence of the entity); To provide information about their legal owners and beneficial owners in the limits described below to national authorities (upon request), self-regulatory bodies which monitor compliance with anti-money laundering and counter terrorism obligations (upon reasoned request) and obliged entities when they are taking customer due diligence measures (upon reasoned request); To request the filing in the register of the information on their beneficial owners. The purpose of the table below is to highlight the main features of the register of beneficial owners, REBECO. The practical formalities relating to REBECO's operations and access will be set out by a grand-ducal regulation.

   Who is the administrator of the register? Economic interest grouping RCSL (but separate database from the Trade and Companies register) Which legal entities are concerned? Commercial companies (private limited liability company, public company limited by shares, corporate partnership limited by shares, simplified joint stock company, simplified private limited liability company, general corporate partnership/unlimited company, common limited partnership, cooperative society, European company) except temporary commercial companies and commercial companies by...