The Luxembourg Register Of Beneficial Owners ('BOs') For Legal Entities, Here It Comes!

On 18 December 2018, the bill of law 7217 setting up a register of BOs of Luxembourg legal entities (the so-called "RBE") has been passed in Parliament. The new law on the register of beneficial owners will enter into force on the first day of the second month following its publication in the Luxembourg Official Journal (i.e. presumably on 1 February 2019) (the "RBE Law").

The RBE Law implements the new transparency measures provided for by Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the "4th AML Directive"), and already anticipates the changes brought to the 4th AML Directive by the new EU Directive 2018/843 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the "5th AML Directive") (Newsflash of 22 November 2018 here).

It should be noted, at this stage, that the bill of law 7216b which relates to the requirement to set up a register of BOs of Luxembourg fiduciary arrangements has not yet been passed before parliament although, in view of the last amendments by the Luxembourg government in October 2018 (which also already take into account some of the changes brought by the 5th AML Directive to this register) this text could also be described now as entering the final stage of such legislative process. This law should thus swiftly follow the RBE Law. The law relating to the internal file on fiduciary arrangements was passed on 21 August 2018 (Newsflash of 23 August 2018 here).

The present newsflash aims at setting out the main features of the RBE Law, which will impact not only professionals subject to anti-money laundering and counter terrorism ("AML- CTF") obligations under the law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended (the "2004 Law") but more generally a large number of entities registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés du Luxembourg, the "RCSL").

1. Scope of the RBE Law

   All Luxembourg commercial companies as well as any other legal entities registered with the RCSL fall within the scope of the RBE 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...