The Law of 13 January 2019 establishing a Beneficial Owner Register (Registre des bénéficiaires effectifs or “RBE”), and transposing Article 30 of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing (the “4th AML Directive”), as amended by Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 (the “5th AML Directive”) (the “RBE Law”), was published on 15 January 2019.

The RBE Law will enter into effect on 1 March 2019. From that date, all concerned entities will have six (6) months within which to fulfil their new legal obligations.

A Grand-Ducal Regulation detailing the filing and registration process remains to be adopted. As soon as it is published, we will put a brief summary of it on our website.

Below is a summary of the RBE Law and the obligations of the concerned companies/entities.

The RBE will be kept with the Luxembourg Business Registers (“LBR“). All registered entities must provide the information listed below, except for those whose securities are traded on a regulated market in Luxembourg, in an EU Member State or in an assimilated country, in which case those entities register solely the name of the regulated market on which their securities are traded.

Beneficial owner information to be provided to the RBE

  1. Surname(s);
  2. First name(s);
  3. Nationality/ies;
  4. Birth date (day, month and year);
  5. Place of birth;
  6. Country of residence;
  7. Exact home or professional address;
  8. National Natural Persons Registry (Registre national des personnes physiques) number, as applicable;
  9. Foreign identification number, as applicable;
  10. Type(s) of interest(s) beneficially owned; and
  11. Extent of interest(s) beneficially owned.

National authorities as defined in the RBE Law (prosecutorial and law enforcement authorities, such as the financial sector supervisory authority (Commission de Surveillance du Secteur Financier or “CSSF”) or the insurance supervisory authority (Commissariat aux assurances) and tax, customs, registration, title and VAT authorities, among others) will have unlimited access to all the information in the RBE, in the performance of their duties. Anyone shall have limited access to the information, being that under points 1 through 6, and 10 through 11.

Additionally, the registered entities will be required to obtain and keep at their registered office current, accurate and constantly updated information on their beneficial owners. The information must be provided to national authorities and also to professionals subject to KYC obligations in the context of AML/CFT (banks, asset managers, among others) the latter for which it will be based on a reasoned request.

Under exceptional circumstances, and by providing proof thereof, an entity may request limitation of access to the RBE  to the national authorities only, when such access would expose the beneficial owner(s) to the risks of fraud, kidnapping, blackmail, violence or intimidation, or when the beneficial owner is a minor or incompetent.

In case of infraction of the RBE Law, particularly if an entity does not send its request for registration to the LBR by the required deadline, or does not keep the required information at its registered office, it is subject to the criminal sanction of a fine ranging from EUR 1.250 to EUR 1.250.000.

DSM is available to provide assistance to companies and entities with regard to their registering with the RBE. Contact us at +352 262 562-1, or send us an email at contact@dsm.legal.