Registers Of Beneficial Ownership: New Rules To Be Implemented Soon

On 6 December 2017, the Luxembourg Parliament published two draft laws to implement new transparency measures provided by Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing ("AMLD 4"). They are both intended to create central registers of beneficial owners ("BOs") which is one of the main innovations of AMLD 4 and which will be (and to a large extent has already been) implemented in all EU Member States. Although these are merely draft laws which will still have to undergo the complete legislative process in Parliament in Luxembourg (and which could therefore still be amended in this context), we wish at this stage to shed some light on the concrete intended functioning of these new central registers of BOs related information. However, as the draft laws are in line with the provisions of AMLD 4, one may only expect certain a minima amendments in such legislative process. Whereas these central registers will contribute to a new level of transparency as required in AMLD 4, it is worth bearing in mind that the Luxembourg government conversely has also provided for some specific safeguards against improper access to these registers.

The draft laws include the setting-up of two central registers, namely (i) a central register of beneficial owners of Luxembourg legal entities (companies, partnerships, etc.) under the authority of the Minister of Justice (Draft law No 7217) and (ii) a central register of beneficial owners of fiduciary arrangements under the authority of the Administration de l'Enregistrement et des Domaines ("AED") (Draft law No 7216).

1. Central register of beneficial owners of Luxembourg legal entities

   Scope of the draft law No 7217

   All Luxembourg commercial companies as well as any other legal entities registered with the trade and companies' register fall within the scope of such draft law. This includes, among others, the following types of entities: 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, interest groupings (GIE), European interest groupings (GEIE) and investment funds (fonds d'investissement).

   Listed companies under certain circumstances, common funds...