The 4th EU AML Directive1, as amended by the 5th EU AML Directive2, requires each Member State of the EU inter alia to establish registers of beneficial owners (“RBO”) in respect of corporate and other legal entities incorporated within its territory.
In Luxembourg, the Law of 13 January 2019 creating a register of beneficial owners (“RBO Law”) was published in the official gazette on 15 January 2019. The RBO Law enters into force on 1 March 2019 and this date will be the start of a six-month transitional period at the end of which (i.e. end August 2019) all in-scope Luxembourg entities (e.g. commercial companies, special limited partnerships, investment funds, including common funds) will have to comply with the provisions of the RBO Law. More information on the RBO Law can be found in the Newsflash"Luxembourg Law on register of beneficial owners" published on our website.
In addition to the RBO Law, a Grand Ducal Regulation dated 15 February 2019 was published on 19 February 2019. The Grand Ducal Regulation specifies the registration methods, the administrative fees as well as access to the information contained in the RBO.
On this last point, the Grand Ducal Regulation provides that searches will be made by name, business name, or registration number of the entity registered with the Trade and Companies Register. However, national authorities (as defined in Article 1 of the RBO Law) will also be entitled to initiate searches by beneficial owner.
The Grand Ducal Regulation does not further clarify the grounds and methods for introducing a request for restriction of access to the RBO. It merely states that requests for restriction may be made concomitantly or after the registration.
Legal entities will be exempt from the payment of administrative registration fees until 1 September 2019.
A Circular presenting the new RBO (LBR Circular 19/01 ) was also issued by the Luxembourg Business Registers, the entity managing the RBO, on 25 February 2019. This Circular is of a documentary and explanatory nature and is intended to answer a number of questions that users of the RBO may have.
1."4th EU AML Directive" refers to Directive 2015/849 of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
2."5th EU AML Directive" refers to Directive 2018/843 of 30 May 2018 amending the 4th EU AML Directive.