The Law of 25 January 2025 was published in the Journal Officiel du Grand-Duché de Luxembourg on 27 January 2025 and will enter into force on 1 February 2025. This new legislation is designed to:
- adapt the legislation to current practice,
- improve the quality of information,
- provide the administrators of the RCS and RBE (as both terms are defined below) with new resources to effectively and actively monitor registered persons and entities, ensuring compliance with registration and filing obligations.
The text amends:
- the Law of 19 December 2002 on the Trade and Company Register (hereinafter, “RCS”) and companies and on bookkeeping and annual accounts of companies, and
- the Law of 13 January 2019 establishing the Register of Beneficial Owners (hereinafter, “RBE”) (the “RBE Law”).
Key amendments
Communication of email addresses: the Law requires the communication of the electronic mail address of registered persons, if available.
New Article 11ter introduces identification information requirements for individuals and entities registered in the file of the RCS, distinguishing between:
- physical persons (required notably to communicate their Luxembourg national identification number (LNIN) and gender).
- legal entities established in Luxembourg.
- legal entities established in a foreign country.
Automatic updates oblige the RCS and RBE administrators to automatically update information received from various national registers.
Administrative sanctions and measures allow the administrator of the RCS and/or RBE to:
- display non-compliance notices on its website after a 30-day registered mail warning,
- issue certificates attesting non-compliance,
- impose an administrative fine of EUR 3,500.- or EUR 250.- for non-profit associations or foundations) (by the administrator of the RCS),
- impose daily penalties (by the administrator of the RBE),
- automatically remove the person or entity from the RCS without dissolution, subsequent compliance by the registered person can lead to the removal of measures 1), 2) and 4) above.
Reinforcement of the obligation of professionals to consult the RBE and inform the RBE administrator if they detect:
- erroneous data,
- missing data,
- failure to register, modify, or delete data.
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