Apart from certain technical amendments, the main goal of the New Law is to improve the quality of information entered in each register. This shall be reached in principle by:

  • granting of new means to the manager of each RCS and RBO register, enabling the effective implementation of policies to monitor registered persons and entities, and subsequently ensure their compliance with obligations to provide and keep data in the registers up to date,
  • clarification and simplification of certain rules and procedures, and their adaptation to new technologies, and
  • interconnection of the registers and introduction of automatic checks.

Further, the ruling of the Court of Justice of the European Union in Luxembourg Business Registers from 22 November 2022 in which the Court, in a nutshell, ruled that  public open access to the EU member states’ registers of ultimate beneficial owners is invalid, has been reflected in the updates to the RBO Law.  

What are the main changes?


Automatic update of registers

It is, in principle, the responsibility of registered persons and entities to keep their files up to date by notifying the RCS manager of any changes that have occurred. However, as the RCS manager may be informed by other registers on modification of certain information, the RCS manager shall be able from now on to record such changes in RCS or RBO itself directly. As an example, if a Luxembourg national changes his or her surname, which change is recorded in the National Register of Natural Persons (RNPPB), it shall be automatically reflected in the RCS or RBO without the need of intervention of the person or entity concerned.

Interconnection of the RCS and RBE databases

A bridge between both databases managed by the same manager is created so that automatic checks on data can be carried out to keep them up to date. This shall also lead to administrative simplification for the registered entities as certain data from the RCS can be transferred to the RBO to avoid the duplicative entry of the same information.

Monitoring policy: New a posteriori check of data in RCS and RBO by the RCS manager

The manager of the RCS shall monitor the data entered in each RCS and RBO database and may request from the registered entity any evidence to justify the accuracy of an entry. A three-phrased procedure is envisaged in the New Law:

1. In case the RCS manager establishes the existence of erroneous or outdated data, or absence of an entry, file or document required by law after the lapse of the legal delay, the person concerned shall receive a registered letter from the RCS manager requesting the necessary rectification or documents.

2. If the inconsistencies remain unrectified or missing documents unprovided within 30 days of dispatch of the request, the RCS manager may impose the following administrative sanctions on the defaulting person or entity:

  1. post on the person’s or entity’s file on the register’s website the information that the file is not up to date or compliant with the applicable legal provisions, i.e. name and shame
    ->     from the first day of the second month following the date on which the request to update was sent;
  2. issue certificates attesting to the shortcomings observed
    -> from the first day of the third month following the date on which the request to update was sent;
  3. impose a daily penalty of 40 euros
    -> from the first day of the seventh month following the date on which the request to update was sent until the last day of the ninth month following the date on which the request to update was sent;
  4. automatically strike off the file of the person or entity concerned from the register, without this entailing dissolution or loss of legal personality
    -> as from the first day of the twelfth month following the date on which the request to update was sent.

3.  If no rectification takes place after the administrative striking off from the register, the RCS manager shall report the person or entity to the State Prosecutor.  

The above administrative sanctions replace the currently existing criminal one.

Also note that automated monitoring of the contents of both RCS and RBO databases will be possible to detect persons or entities potentially in breach of their filings or publication obligations, which is just one example of cross-functional processing that the RCS manager can carry out pursuant to the New Law.

Rights to access the RBO

To reflect the CJEU ruling in Luxembourg Business Registers case referenced above, the RBO Law’s article 11 now contains a list of persons or entities to which the access to the RBO Register shall be open, summarised as follows: 

  • national authorities in the performance of their duties,
  • professionals as part of their customer due diligence measures in accordance with AML law of 12 November 2004, including in relation to entities with which their clients are likely to transact with the aim of preventing any link between such a transaction and money laundering, related offences, or terrorist financing,
  • national self-regulatory organisations in the exercise of their supervisory role in the fight against AML, in particular:
    -     professional journalists,
    - organisations, associations or foundations within the EU Member States territory, provided that they pursue an AML non-profit activity,
    - persons who wish to know the identity of the beneficial owners of a given company or entity they are likely to enter into transactions with them, and wish to avoid any link between such transactions and money laundering and terrorist financing,
    - national authorities and administrations involved in combating money laundering or terrorist financing offences insofar as they do not already have access to the information in question
  • State departments, public administrations and public establishments for which such access is provided for by law in the context of the tasks defined by law.

The above persons will however have different levels of access to information, which is in certain cases conditional on fulfilment of additional criteria or procedural requirements. The modalities of granting access are fixed by a Grand-Ducal regulation and no-tipping off rule has been introduced by the New Law.

Reserved alternative investment funds’ (RAIF) registration with RCS

The new obligation refers only to RAIFs that do not take the legal form of a common placement fund, nor that of a company or entity which is already required to be registered with the RCS and which are currently listed under section L of the RCS. Such registration shall indicate the name of the fund, the date on which the fund was set up, and for the fund management company, the address of its registered office and its email, if it exists, as well as the identification information prescribed in the new Article 11ter, points 2° and 3° of the RCS Law.

Registered traders or entities to register with RCS an email address if available  

This requirement is inserted in a general manner in various articles dealing with the data to be communicated when a trader or entity is registered with the RCS, and shall be used for the purpose of effective communication by the RCS manager where required. This includes, for example, sending reminders when information registered with the RCS is due to be renewed, when a registered manager’s mandate is about to expire.

Natural persons to provide RCS with additional identification information, such as gender

Note that if there are any natural persons to be registered with the RCS as a shareholder of an entity, or performing any other function requiring registration, they must indicate their nationality, country of residence, gender (new insertion for statistical purposes only), and the Luxembourg national identification number (the LNIN), in addition to their name, date and place of birth as detailed in newly inserted article 11ter of the RCS Law. Natural persons who do not have the LNIN are allocated one  via the RCS manager. Certain additional requirements, such as  providing a private or professional address for certain roles such as shareholders or manager of companies are detailed on case-by-case basis in the law. Click HERE for further detail on the need to register LNIN in RCS for all natural persons.

What is next?

With the New Law just being published, there is already another draft bill number 8342 (the Draft Bill) debated and subject to vote in Luxembourg Parliament aiming at amending the RCS Law. The Draft Bill will specify certain rules on disqualified directors in transposition of EU directive 2019/1151, amending directive 2017/1132 as regards the use of digital tools and processes in company law. The proposed changes shall ensure protection of persons interacting with companies and prevent fraudulent or abusive behaviour, for which purposes the EU member states shall implement means to verify whether a person proposed for a directorship, or taking part in the administration, supervision or control of the company, is subject to a management ban in another EU member state.

In Luxembourg, only persons exercising such functions in the following types of companies would be in the scope of these rules contemplated by the Draft Bill:

  • public limited companies (société anonyme, SA),
  • partnerships limited by shares (société en commandite par actions, SCA), and
  • private limited liability companies (société à responsabilité limitée, SARL).

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