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Luxembourg’s Register of Beneficial Owners now in force

5 February 2019

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Luxembourg law regarding the introduction of a central Register of Beneficial Owners (Registre des Bénéficiaires Effectifs or RBE) was adopted by the Luxembourg legislator on 18 December 2018. The bill, based on the 4th and 5th EU Anti-Money Laundering Directives, which requires the creation of a national register of beneficial owners (UBOs) of Luxembourg registered entities, was published in the Official Journal on 15 January 2019.

Who is affected by this legislation?

Companies in scope are all forms and types of entities, both regulated and unregulated, including Luxembourg investment funds.
Listed entities will only need to register in the market where their shares are traded.

What is an Ultimate Beneficial Owner (UBO)?

The UBO is any natural person who ultimately owns more than 25% of the shares of a legal entity (directly or indirectly) or has similar formal or effective control over a legal entity.
If no UBO can be identified, then the person who otherwise exercises control over the management of a legal entity needs to be registered.

What information is registered?

Information to be filed with the Luxembourg Trade and Companies Register (RCS) and kept in the register is:
• Name and surname
• Nationality
• Date and place of birth
• Country of residence
• Private or professional address
• National identification number
• Nature and extent of the effective interests held

How is the information submitted?

A still to be passed grand ducal regulation will detail the process of submission and registration.

Who can access the register?

National authorities, self-regulated bodies and the general public will have access to the UBO register.
While national authorities will have full access to all filed information, the general public will not be able to access the beneficial owners’ addresses and identification numbers.

Timing

The law will enter into effect as of 1 March 2019. All entities incorporated before this date will have six months to fulfil their filing obligations.

Non-compliance

The law provides for fines ranging between EUR 1,250 and EUR 1,250,000, which could be imposed to the legal entity or its legal representative that fail to comply with aforementioned obligations.

How can we help?

Our team at Intertrust is on hand to help ensure compliance with the new legislation, collecting and filing the required information with the national authority. Contact us to find out more: [email protected].