Failure to comply with the Luxembourg Register of Beneficial Owners : what consequences to expect?

Luxembourg Register of Beneficial Owners
On 11 December 2019, the Luxembourg Ministry of Justice issued an update of the number of Luxembourg entities having so far complied with their registration obligation with the Luxembourg Register of Beneficial Owners (the “RBE”). The Ministry also further informed about the consequences in the event of non-compliance with the RBE registration requirement.

On 1 September 2019, after the end of the transitional period provided for by the Luxembourg law of 13 January 2019 on the register of beneficial owners (“the RBE law”), 46.93% of the entities covered by the RBE law had registered their beneficial owners in the RBE. However, 25.025 applications were still being processed at that time, a significant figure due to the massive influx of applications in the last week of August. The combination of registered entities and applications for registration in process represented 64.98% of the entities covered by the RBE law.

Due to the massive influx of applications for registration at the end of the transitional period, the RBE informed users that they were granted an additional administrative period of 3 months (until the end of November) during which registration with the RBE would continue to be free of charge.

During the first half of September, all the requests in progress were processed. During this period, the physical counter (open by appointment) has been strengthened to provide assistance for users who have difficulty with online registration. An individual reminder letter was sent by the Luxembourg Business Register (the “LBR”) to all entities not listed on that date. At the end of the extension of the registration deadline, the situation was as follows: 105.622 entities had registered their beneficial
owners, representing 75.76% of the entities covered.

To date, as the filing bottle-neck is behind, registration requests are being processed on a daily basis.

However, if one discounts non-active entities (those that have not filed for more than 10 years with the Trade and Companies Register (Registre de Commerce et des Sociétés, the “RCS”), it can be considered that 87% of active entities have made the required registration. This rate is very high for a newly created registry, particularly in comparison with the registration rate in other countries.

The list of entities that have not complied with the RBE law will be forwarded by the LBR to the Public Prosecutor’s Office. However, these entities may comply with the RBE law at any time by making the required registrations.

In addition, from January onwards, the LBR will initiate the procedure under Article 18 of the GrandDucal Regulation of 19 December 2003 implementing the Law on the Trade and Companies Register, which allows legal persons and entities whose applications have not been filed for ten years to be automatically deleted from the Trade and Companies Register. This would allow all entities that are inactive to be removed from the Trade and Companies Register. This is an administrative delisting which concerns 18,508 entities. The procedure will be carried out in accordance with the non-contentious administrative procedure, i.e. the entities concerned will be informed in advance and will be able to submit their observations and/or regularise their situation. At a later stage, these entities may be subject to an administrative dissolution measure without liquidation provided for in Bill 6539 on the preservation of companies and the modernisation of bankruptcy law.

For more information, please do not hesitate to contact:

Head of Legal

+352 27 77 97 05
+352 691 778 378


Head of Legal