Law of 23 January 2025: improving the quality and reliability of information registered with the Luxembourg Trade and Companies´ Register and the Luxembourg Register of Beneficial Owners

Key Updates

• Restricted public access: To comply with the decision of the ECJ Judgement, public access to the RBO has been restricted. Going forward, only competent authorities, professionals subject to anti-money laundering legislation and entities able to demonstrate a legitimate interest have access to RBO information.
• Automatic updates: To ensure that data remains current and accurate, and in line with the obligation of registered persons and entities to keep their files up to date with any changes that have occurred, the administrators of the Registers are now required to automatically update information received from other national registers, without the need for the person or entity concerned to intervene.
• Interconnection of the Registers: The update of data and cross-checking of information between the Registers is now automated, which reduces duplication of effort and simplifies the process, saving entities time and ensuring consistency between databases.
• Identification information requirements: The New Law clarifies the identification information requirements for individuals and entities registered with the RCS. Individuals are therefore now required to provide their Luxembourg national identification number (LNIN) and gender.
• Reserved alternative investment funds’ (RAIFs) registration: The scope of the RCS law is extended to include the registration of RAIFs which are not commercial companies, special limited partnerships or common funds and which are currently listed under section L of the RCS. Upon registration of the fund with the RCS, all RAIFs are required to provide the RCS with the name of the fund, the date on which the fund was set up, and the address of the registered office and email (if it exists) of the alternative investment fund manager, as well as the identification information prescribed in article 11ter 2° and 3° of the RCS law.
• Reinforcement of professional obligations: Professionals are now obliged to consult the RBO and inform the RBO administrator if they detect any erroneous or missing data, or if there is a failure to register, modify, or delete data.
• Communication of email addresses: In order to streamline communication and ensure timely updates, the New Law requires the e-mail addresses of registered persons are provided, if available.
• Administrative sanctions and measures: The New Law empowers the administrators of the Registers to impose sanctions when companies fail to comply with their obligations under the New Law.  These range from being issued with a warning, to administrative sanctions, right up to referral to the public prosecutor for the most serious breaches.  In addition, once a case is settled, increased ongoing administrative costs may also be applied.  In addition to new sanctions, the administrator may also request evidence to justify the accuracy of an entry.

Effectiveness and transitional period

Although the New Law came into force on 1 February 2025, it provides for a six-month transitional period to help Luxembourg entities comply with the new requirements. During this period entities will have to update the information the Registers hold about them and ensure compliance with the new regulations.

To deal with these new provisions, the RCS and RBO administrators are providing support and advice to entities during the transition period. This includes providing assistance updating their information and helping entities to understand the new compliance requirements imposed on them.

Even though the New Law allows this 6 month window for entities to get their compliance programmes up to speed, we recommend that you start checking your compliance with the new requirements at the earliest opportunity to ensure you are ready for the end of the transitional period.

Should you have any questions or need further assistance, please do not hesitate to contact us.