New Luxembourg Register Of Beneficial Owners (RBE) Requirements

Based on Article 30 of Directive (EU) 2015/849 of the European Parliament, the RBE Law dated January 13, 2019 regulates the obligations of covered entities to obtain and hold information on their "ultimate beneficial owner" (UBO) and make this accessible to the public and Luxembourg authorities. All covered entities are required to make their UBO disclosures to the RBE Law by September 1, 2019.

Luxembourg Covered Entities

All entities registered with the Trade and Companies Register (RCS) including, but not limited to, General Partners, UCITS, SIFs, FCPs, SCSPs, SLP, SOPARFIs, etc.

Requirements

Covered entities must take all reasonable steps to obtain, hold and disclose to the RBE adequate, accurate and current information on their UBO(s):

Any natural person who owns or controls a legal entity through direct or indirect ownership of enough shares or voting rights or ownership interest in that entity. Direct ownership: Shareholding 25% plus one share/ownership interest of more than 25% held by a natural person shall be an indication of direct ownership (this is an indicator, not a threshold). Indirect ownership: Shareholding 25% plus one share/ownership interest of more than 25% held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s), shall be an indication of indirect ownership (this is an indicator, not a threshold). Where no individual UBO can be identified (though sometimes, any natural person is identified as holding), a senior leader role at the covered entity can be listed as the UBO in the RBE.

Failure to comply with the RBE law may result in criminal fines amounting to €1,250,000.

Duff & Phelps and Kroll's UBO Solutions

UBO Documentation Reviews

Ahead of submission to the RBE, Kroll, a division of Duff & Phelps, reviews UBO information - either for a single entity or for large batches of covered entities - to assess whether the proposed disclosures are adequate. This triage allows our clients to identify covered entities where UBO information may be incomplete and to submit complete files to the RBE confidently.

UBO Identification

Where UBO information is incomplete, Kroll conducts public record research to identify UBOs, Person(s) of Significant Control (PSC) or, if appropriate, a senior leader to be named at the UBO to the RBE.

Our standard UBO reports include research on pre-agreed number of ownership layers to...

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