Where a Luxembourg company is held through a trust or foundation, the ordinary ownership-and-control test does not, by itself, determine its beneficial owners. Circular LBR 26/01, issued on 19 August 2026 (the "Circular"), clarifies the position of the Luxembourg Business Register ("LBR") on the matter and indicates that the beneficial owners of the relevant trust or foundation must instead be registered with the Luxembourg Beneficial Owners Register (Registre des bénéficiaires effectifs, the "RBE"). As no transitional period is provided by the Circular, affected entities and professionals responsible for their filings should review the relevant RBE records without delay.
How do the corporate and trust UBO rules interact?
According to the Luxembourg law of 13 January 2019 establishing the RBE (the "RBE Law"), entities registered with the LBR must report their Ultimate Beneficial Owners ("UBO") in the RBE. However, the RBE Law does not contain a standalone definition of UBO and refers to the definition set out in the law of 12 November 2004 on the fight against money laundering and terrorist financing (the "AML Law"). The latter provides for different rules depending on the type of entity or arrangement concerned:
- For corporate entities: natural persons who ultimately own or control the entity are considered as UBO. Ownership or control may arise through sufficient shares, voting rights or ownership interests, or through control exercised by other means. If no such person can be identified after exhausting all possible means, senior managing officials are identified as UBOs, absent grounds for suspicion.
- For fiducies and trusts, and for legal entities such as foundations: natural persons exercising specified functions, beneficiary status and ultimate control over the relevant arrangement or entity are considered. Depending on the circumstances, the settlor, trustee, protector and beneficiaries, as well as any other natural person exercising ultimate control, are considered as UBO.
However, neither the AML Law nor the RBE Law expressly address how these rules should apply to determine the UBO(s) of a company held by a trust or foundation, leaving two possible readings:
- Under the first reading, the corporate test was applied to identify the natural persons who ultimately owned or controlled the company. The outcome depended on the terms governing the relevant trust or foundation and the powers held by the persons associated with it. Accordingly, the settlor, trustee, protector and beneficiaries were not necessarily all registered.
- Under the second reading, the company derived its UBOs from the trust or foundation holding it. Persons qualifying as UBOs of that trust or foundation by virtue of their functions or control were therefore also registered as UBOs of the company.
While this issue has been addressed from an AML point of view by certain supervisory authorities (for example Circular CSSF 19/732 opting for a simultaneous application of identification rules applicable to legal entities and trusts), there was so far no official position on RBE filings. The Circular now states LBR's position that by exception to the ordinary corporate test, a company held by a trust or foundation must register the UBOs of that trust or foundation.
What does the Circular say?
Where an entity falling within the scope of the RBE Law is held by a trust or foundation, the Circular states that the UBOs to be registered are those of the underlying trust or foundation. The LBR presents its position as reflecting the approach contemplated by Article 55 of Regulation (EU) 2024/1624 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the "AMLR"). The following natural persons must therefore be registered as UBOs of the company:
- the settlor or settlors;
- the fiduciaire or fiduciaires, or the trustee or trustees;
- the protector or protectors, if any;
- the beneficiaries or, where the individuals benefiting from the arrangement or entity have not yet been determined, the class 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.
The filing must include the information required by Article 3 of the RBE Law, including:
- each UBO's surname and given name(s);
- nationality or nationalities;
- date and place of birth;
- country of residence;
- precise private or professional address;
- Luxembourg identification number, if the UBO is registered in the National Registry of Natural Persons;
- for a non-resident who is not registered in the National Registry of Natural Persons, a foreign identification number; and
- the nature and extent of the beneficial interests held.
What does this mean in practice?
- Map the relevant structures: Identify entities directly held by a trust, fiducie or foundation. Consider that direct, indirect and multi-layered structures may also be affected, while noting that the Circular does not define "held by".
- Revisit existing filings: Declarations based solely on the corporate ownership-and-control test may now be incomplete. The Circular provides no transitional period.
- Check other registers: Where the structure is recorded in the Luxembourg Register of Fiducies and Trusts (Registre des fiducies et des trusts) or a comparable foreign register, compare the information and investigate any discrepancies.
- Collect the data early: Information on settlors, trustees, protectors and beneficiaries may need to be obtained from professional trustees, administrators or foreign service providers.
- Expect additional UBOs: The filing may include persons with no economic interest in the company or management role, such as a professional trustee or protector.
- Document the analysis: Record the method, sources and assessment date. RBE registration does not replace the customer due diligence obligations of banks and other professionals.
This clarification comes amid increased scrutiny of RBE filings. Since 21 September 2026, the LBR has progressively implemented the enforcement phase of the compliance procedure introduced by the Luxembourg law of 23 January 2025 and explained in Circular LBR 26/02. Entities with missing, inaccurate or outdated information may therefore face administrative sanctions if their files are not regularised. See our earlier newsflash for further details.
What is still open?
- Meaning of "held by": the Circular does not define when a company is "held by" a trust or foundation. In particular, it does not specify whether a minimum ownership threshold applies or expressly address minority interests, indirect holdings or trusts and foundations appearing at an intermediate level of an ownership chain. Article 55 of the AMLR adopts a broader formulation: it covers legal arrangements and foundation-like legal entities that, individually or cumulatively, hold an ownership interest in a corporate entity or control it, directly or indirectly, through an ownership interest or by other means. This supports a broad reading, although the AMLR is not yet applicable and the Circular does not explain precisely how that approach should be applied under the current RBE framework.
- Application to foundations: Article 1(7)(c) of the AML Law identifies the UBOs of foundations as the natural persons holding positions equivalent or similar to those of fiducies and trusts. Circular LBR 26/01 refers to the categories applicable to trusts, including the settlor, trustee, protector and beneficiaries or, where these have not been determined, the relevant class of beneficiaries. It also covers any other natural person exercising ultimate control. However, the Circular does not explain how those categories should be mapped onto the bodies and governance arrangements of a particular foundation. The mapping may therefore be less straightforward where the foundation's governance and allocation of powers do not closely resemble those of a trust.
- Status and implementation: the Circular sets out the LBR's interpretation of the existing rules; it has no legal value and remains subject to interpretation by the courts. It specifies no transitional period or separate deadline for reviewing existing filings. Companies potentially affected should nevertheless assess whether their RBE information remains adequate, accurate and up to date, and correct it where necessary under the existing RBE framework.
Conclusion
The Circular does not itself create new statutory obligations, but clarifies how the LBR expects existing beneficial ownership rules to be applied where a Luxembourg company is held by a trust or foundation. Potentially affected entities should therefore review their RBE filings without delay and document how the persons registered as UBOs were identified. Tiberghien Luxembourg can assist you in reviewing your RBE file, identifying any outstanding compliance issues and, where necessary, taking the appropriate steps to regularise them. If you would like Tiberghien Luxembourg to carry out such a review for your Luxembourg entities or if you have any questions, please contact your trusted advisor at Tiberghien Luxembourg or any of the authors of this publication.
Authors:
- Maxime Grosjean, Senior Associate at Tiberghien Luxembourg
- Gauthier Mary, Senior Associate at Tiberghien Luxembourg
- Tiffany Pierrel, Associate at Tiberghien Luxembourg
