Clarifications on the Operating Conditions of the Register of Beneficial Owners

Allen & Overy LLP

The Grand Ducal regulation specifying certain practical requirements under the act establishing the register of beneficial owners (registre des bénéficiaires effectifs) (the RBE) was adopted on 15 February 2019 (the Regulation). It in particular clarifies the registration process and the conditions to access the RBE. It also determines applicable fees. The Regulation will enter into force on 1 March 2019.

As mentioned in our previous alert of 23 January 2019, the RBE will enter into force on 1 March 2019. All entities registered with the Luxembourg Trade and Companies Register (the Affected Entities) have until 1 September 2019 to comply with their obligations relating to the RBE.​1 For most Affected Entities, such obligations consist in filing information and supporting evidence on their beneficial owners with the RBE.

The Regulation sets out (i) the registration process of the information that needs to be filed with the RBE, (ii) the conditions to access information contained in the RBE and (iii) the applicable administrative fees.

Registration process

The registration request

The Affected Entities can request the registration of the information legally required with the RBE:

  • directly online via the Luxembourg Business Registers’ website (​)2; or
  • at the premises of the Luxembourg Business Registers during business hours (which are published on its website) where technical assistance can be provided.

The registration request must be made:

  • in French, German or Luxembourgish; and
  • using only Latin alphabet and Roman or Arabic numerals. Additional characters and symbols can be used if they have meaning in the spoken language.

The Luxembourg Business Registers will:

  • electronically maintain and file each registration request it accepts in the Affected Entity’s file;
  • date the registration as of its acceptance date;
  • assign an identification number to the registration; and
  • deliver an acknowledgment receipt to the declarant.

The supporting documents

According to the act of 13 January 2019 establishing the RBE, the Affected Entities must also provide supporting documents. The Regulation clarifies in each case the documents which are required:

  • for individuals not registered with the Luxembourg Trade and Companies Register, the official identification document of beneficial owners along with a translation in French, German or Luxembourgish if the official identification document is not written in latin characters;
  • for beneficial owners requesting restricted access to the RBE, the written request for access restriction; and
  • for companies whose securities are admitted to trading on a regulated market in Luxembourg, an EEA member State or a third country imposing equivalent transparency obligations than the European Union, evidence that the company is listed on such regulated market. 

A request to restrict the access to the RBE can be made at the time of the registration or at any time afterwards.

Conditions of access to the RBE

As a reminder, anyone can access the following information on beneficial owners:

  • first and last names;
  • nationality/ies;
  • date and place of birth;
  • country of residence; and
  • nature and extend of the interests held in the registered entity.

The access to such information is free of charge via the Luxembourg Business Registers’ website and the search can be made by entering the Affected Entities’ details (e.g. name or registration number). A search by beneficial owner name is not possible for the general public.

For national authorities, which have a more extended access to the information contained in the RBE (i.e. access to the address and identification number of the beneficial owner) – the search can also be done via the name of the beneficial owner. National authorities may also access the historic information contained in the RBE (registration and amendments) which is not the case for any other person having access to the RBE.

Certified excerpts, in paper or electronic format, can be requested online against a fee.

Verification request

The Luxembourg Business Registers is entitled to request the Affected Entities to verify that the information contained in the RBE is correct, accurate and up-to-date. In such case, the Affected Entities must either confirm or update the information online via the Luxembourg Business Registers’ website. 

Administrative fees

Any registration and amendment is subject to a fee of EUR 15.

Excerpts of beneficial owners and excerpts of non-registration of beneficial owners cost EUR 10 in paper format and EUR 5 in electronic format.

Affected Entities are exempted from the payment of administrative fees until 31 August 2019.

1 Whilst it is not totally free from doubt that the transitional/grace period also applies to entities registered from 1 March 2019, there are in our view credible arguments - both technical and practical - to the effect that this should be the case. 

2 At the date of this alert, the website does not yet provide the portal to access, or file information with, the RBE.​

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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