Luxembourg Register of Beneficial Owners - must be completed by 31 August 2019

• Luxembourg
• United Kingdom

• Corporate

04-07-2019

What is the register of beneficial owners?

By transposing Art. 30 of the Directive (EU) 2015/849 (the 4th anti-money laundering directive), the Luxembourg law of 13 January 2019 established a beneficial owners register (Registre des bénéficiaires effectifs, “RBE”).

As a result, any company or entity registered with the Luxembourg trade and companies register (“Luxembourg Registered Entities”) must specify its beneficial owners and maintain accurate records at their registered office.

The definition of Luxembourg Registered Entities notably includes corporations, partnerships, charities, Luxembourg branches of foreign corporations and investment funds (e.g. UCITSs, SICARs, SIFs, RAIFs and FCPs).

Why is this important now?

RBE filings must be completed by 31 August 2019.

The law provides for criminal penalties ranging from EUR 1,250 to EUR 1,250,000 for non-compliant Luxembourg Registered Entities.

Beyond 31 August 2019 the register will be fully accessible to the public. 

As of 31 May it is estimated that only 5.5% of Luxembourg Registered Entities had completed the necessary filings.

Who is a beneficial owner?

A beneficial owner is referred to as an ‘ultimate beneficial owner’ (“UBO”).

A UBO is a natural person that exercises or controls a company either directly or indirectly by owning more than 25% of the voting rights, shares or equity interest in the company. All natural persons that meet the criteria must be listed in the register. This definition is taken from anti-money laundering legislation.

If no such person or entity can be found, then the principal managers of the Luxembourg Registered Entity are considered to be the UBOs.

Identifying the UBOs of a Luxembourg Registered Entity can be difficult. If you are struggling with the identification of the relevant UBOs, please do contact us.

What do I need to do?

The following details of each UBO of the company must be kept in a record at the registered office of the company, and submitted to the RBE:

• first and last names

• nationality

• dates and places of birth

• countries of residency

• private or professional addresses

• identification number

• nature and scope of the effective interest held

(the “UBO Details”).

The company is subsequently required to maintain and keep up-to-date records of their UBOs at their registered office and in the RBE system.

How do I do it?

Until 31 August 2019, it is free to make the relevant UBO filings with the RBE.

Filings can be made on the Luxembourg business registers website here, via the portal specifically dedicated to the RBE.

The filing can be done by the company itself or by the company’s representative, and to login they must use their “LuxTrust electronic certificate” .

Once logged in, you will be able to submit a “New declaration”, by following the link. The applicant can then submit the UBO Details of the relevant UBO. In some instances, supporting documentation may be required to submit the application.

There is no standard form for the physical register to be held at the Company’s registered office, providing it contains the necessary person/information required.

Beyond the 31 August 2019 each modification or new declaration will cost EUR 15.

Failure to keep the register up to day may result in being fined and may mean you are in breach of further professional obligations.

I need help – who can I ask?

If you are finding it difficult to work out who are the beneficial owners of your Company, or need help with making the filings to the RBE, the RBE website provides some useful guidance (available in French at https://www.lbr.lu/mjrcs-rbe/jsp/webapp/static/mjrcs/fr/mjrcs-rbe/pdf/Guide_Explicatif_RBE.pdf).

Alternatively, the corporate team at Eversheds Sutherland will be happy to assist you.