Some Answers to Questions Raised by the Law on the Register of Beneficial Owners

The law dated 13 January 2019, on the Register of Beneficial Owners (the “Law”), entered into force on 1 March 2019. The Luxembourg regulation of 15 February 2019 and the circular LBR (Luxembourg Business Registers) 19/01 of 25 February 2019 bring some answers to the questions the implementation of the Law raised.

The Register of Beneficial Owners, or the Registre des Bénéficiaires Effectifs (“RBE”), will centralise the information of all beneficial owners of entities registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés), with the exception of individual retailers. The term “beneficial owner” is defined by reference to the Law of 12 November 2004, as amended, regarding the fight against money laundering and the use of the financial sector for such purposes (“Beneficial Owner(s)”).

Luxembourg Business Registers, an economic interest group that is also in charge of the Luxembourg Trade and Companies Register, manages the RBE. The RBE will contain the following information on each Beneficial Owner: name, surname, nationality, date and place of birth, country of residence, private or professional address, national or foreign registry’s identification number and nature and extent of the effective interests. Listed companies are subject to lighter requirements.

The request for the publication of information and its modifications should come from the registered entity or through its agent. Such requests shall be completed through electronic means on the RBE’s website within one month of the moment that the entity acknowledged or should have acknowledged the event requiring a registration or a modification. Each submission or request for modification will be charged EUR 15 to cover the administrative cost. The request for registration shall be supported by an official identity document, translated into one of the official languages of Luxembourg (French, German or Luxembourgish) if such document does not use Latin characters. If a Beneficial Owner has a Luxembourg national identification number, no identity document will be required. A listed entity must provide a document attesting that its shares are listed on a regulated market.

Fines ranging from EUR 1,250 to EUR 1,250,000 might apply to entities and/or Beneficial Owners that fail to declare.

National authorities will have access to all information within the scope of their missions, with no exceptions. Any person will have access to all information published on the RBE, with the exception of private or professional addresses and identification numbers. An excerpt in electronic form (EUR 5) or on paper (EUR 10) will be available. It should be noted that the RBE’s manager will have the power to deny users access to its website in the case of excessive or fraudulent use of the RBE.

A registered entity or a Beneficial Owner will be able to, in very exceptional circumstances, limit access to certain information. Registered entities will still have to register the required information and submit the supporting documents together with a request for limitation (+EUR 200).

The Law provides for a transition period allowing registered entities to adapt to the new requirements. This transition period began on 1 March 2019 and will last until 31 August 2019. During such period, information published on the RBE will not be accessible to the public, and submissions or requests for modification will be free of charge. Public access to the RBE will begin 1 September 2019.

Further information can be found by clicking on the below summary table: