On 19 August 2026, the Luxembourg Business Registers (LBR) published Circular LBR 26/01, clarifying how entities in scope of the act of 13 January 2019 establishing the Register of Beneficial Owners (RBO / RBE) must determine and register beneficial ownership where the obliged entity is held by a fiducie, trust or foundation. This note summarises the key points and practical implications (A&O Shearman insight dated 21 August 2026).
Background
Under the RBO Act, an obliged entity must identify its beneficial owners, who must be natural persons. In principle, under Article 1(7)(a) of the Luxembourg AML Act of 12 November 2004, a beneficial owner is any natural person who ultimately owns or controls the entity through a sufficient percentage of shares, voting rights or ownership interest, or through control by other means. Where no such person can be identified, the senior managing official(s) must be registered.
Although the AML Act provides a specific definition for beneficial owners of fiducies and trusts, market practice debated how to reconcile those definitions with RBO filings where a company is held by a fiducie or trust — particularly where the arrangement is set up abroad.
Key clarification: look-through to the fiducie, trust or foundation
Circular LBR 26/01 clarifies that, where an obliged entity is held by a fiducie, trust or foundation, the beneficial owners to report to the RBO are those of the underlying arrangement, rather than those determined solely under the general company ownership test. This is consistent with upcoming requirements under Regulation (EU) 2024/1624, in particular Article 55.
In such cases, in accordance with Article 1(7)(b) and (c) of the AML Act, the following natural persons must be registered as beneficial owners of the obliged entity:
- the settlor(s);
- the fiduciaire(s) or trustee(s);
- the protector(s), if any;
- the beneficiaries or, where individuals are not yet determined, the category of persons in whose main interest the arrangement or entity is set up or operates; and
- any other natural person exercising ultimate control through direct or indirect ownership or by other means.
Required RBO information
For each beneficial owner, the RBO data set includes surname and first name(s), nationality(-ies), date and place of birth, country of residence, precise private or professional address, national identification number (or foreign ID for non-residents), and the nature and extent of the beneficial interests held.
Practical implications
Obliged entities should:
- Review existing RBO filings. Entities held by a fiducie, trust or foundation should verify current registrations and, where needed, (i) amend the internal analysis of who must be registered (documented and recorded) and (ii) file the corresponding modifications with the LBR so that the beneficial owners of the relevant fiducie, trust or foundation are reflected.
- Engage with fiduciaires, trustees or foundations. Obtaining the personal data required for registration may require coordination with the arrangement and its advisers.
Obliged entities have one month from the date they became aware of required changes to carry out an amending RBO declaration. Reviews and updates should therefore be carried out promptly.
Note: Circular LBR 26/01 is LBR guidance clarifying filing expectations; it does not itself create new legislation.
Authors:
- Helena Finn, Counsel at A&O Shearman
- Carole Schmidt, Knowledge Counsel at A&O Shearman
- Julien Frahi, Associate at A&O Shearman
