Who does this apply to?

This requirement applies to all natural persons registered or to be registered with the RCS in any capacity (e.g., manager, director, shareholder, statutory auditor).

However, this new requirement will not apply to natural persons who are (i) judicial representatives (“mandataires judiciaires”) appointed in the framework of a procedure registered with the RCS and (ii) agents of companies governed by foreign law that have opened a branch in the Grand Duchy of Luxembourg.

What is the LNIN?

The LNIN is a unique identification number assigned by the National Register of Natural Persons (Registre National des Personnes Physiques) in accordance with the law of 19 June 2013 concerning the identification of natural persons.  

For natural persons affiliated with the Luxembourg social security system, the LNIN corresponds to the commonly known “Matricule” or “CNS” number.

For those who do not yet have a LNIN, it would be necessary to request its creation through a specific procedure which is detailed below. 

What impact will this new requirement have on natural persons already registered with the RCS before 12 November 2024?

A transitional period, of an unspecified duration at this stage, will be granted to natural persons who are already registered with the RCS before 12 November 2024. During this transitional period, the LNIN may be provided or its creation be requested, as applicable, either on a voluntary basis or when submitting a new filing related to these natural persons or the associated company.

No costs will be invoiced by the RCS for providing or requesting the creation of a LNIN during the transitional period.

After the expiry of the transitional period, it will become mandatory to provide the LNIN or request its creation for the natural persons registered or due to be registered with the RCS. Non-compliance with this obligation may lead to the rejection by the RCS of any future filings, whether such filings pertain to the natural persons or the companies with which they are connected.

What will change for natural persons who need to be registered with the RCS starting from 12 November 2024?

During the process of filing with the RCS, the LNIN of such natural persons will need to be provided or a request shall be lodged for its creation; otherwise it will be impossible to finalize the filing with the RCS.

What does the procedure of creation of the LNIN involve?  

The procedure for the creation of the LNIN must be made through the RCS portal. 

In the framework of the procedure, the following information regarding the natural person will need to be provided to the RCS:

  • Last name(s) and first name(s) as they appear on their identity card or passport;
  • Date, place and country of birth;
  • Gender (male, female, unknown);
  • Nationality; and
  • Private address (number, street, post code, city, country).

The information related to the gender, nationality and the private address will be  communicated by the RCS to the Centre des Technologies de l’Information et de l’Etat for insertion in the Luxembourg National Register of Natural Persons. This  information is not recorded with the RCS.  

As proof of the information provided, a copy of the identity card or the passport of the natural person must also be provided to the RCS. If the address provided is not listed on the identity card or the passport, one of the following additional supporting documents will need to be provided:

  • a certificate of residence issued by the municipality;
  • a declaration of honor from the person concerned stamped or countersigned by the relevant authority in charge of confirming the residence, an embassy, a notary, a police station;
  • a utility bill

These additional supporting documents must not be older than 6 months and are required to be translated into French, German, Luxembourgish or English if they are not in one of such languages. A simple (i.e. not sworn) translation is sufficient.

The LNIN assigned by the RCS is not publicly available. It will be sent directly by post to the private address of the natural person to whom the LNIN has been assigned. However, if the natural person has expressly authorized the person in charge of the filing to receive the newly created LNIN, the LNIN will appear on the receipt of the filing.  

Does the above impact the data to be registered with the Luxembourg Register of Beneficial Owner (RBE)?

Yes, the RBE will also need to be updated with the LNIN when a natural person registered in the RBE is required to provide their LNIN to the RCS.

What other changes are noteworthy?

In the framework of the digitization process of the RCS and to improve accessibility, traditional PDF requisitions forms will be replaced by online HTML forms. The implementation of the online HTML forms will also contribute to the harmonization of the information provided to the RCS. A systematic check of the Luxembourg addresses communicated to the RCS will be performed to verify if they correspond to the addresses contained in the National Register of Localities and Streets.

Should you have any further questions, please do not hesitate to contact an author of this article or your trusted Loyens & Loeff adviser.