On 31 March 2022, the Luxembourg Business Registers ("LBR"), which manages the Trade and Companies Register ("RCS"), will introduce a new requirement for certain natural persons, such as managers, directors, shareholders, partners, liquidators, authorised representatives and auditors, registered or to be registered with the RCS in connection with any registered legal entity. These individuals will have to provide a so-called Luxembourg national identification number ("LNIN") by completing the LNIN field on the registration form or by voluntarily updating their information on file. If they do not have an LNIN, they must apply for one. This obligation is based on Article 12bis of the Act of 19 December 2002 on the register of trade and companies and the accounting and financial statements of companies, introduced by the Act of 13 January 2019 establishing a register of ultimate beneficial owners.
As a result, qualifying natural persons will only be able to register or change their registration if they provide an LNIN.
For natural persons already registered with the RCS, there will be a transition period to allow them to comply. In the second phase, the filing of an LNIN will become mandatory (date to be confirmed). If this information is not provided, it will not be possible to complete the registration process.
LNINs will not be publicly disclosed and will not appear on documents issued by the Luxembourg entity, pre-filled requisition forms or the entity's RCS certificate.
Non-compliance with these rules may expose the Luxembourg entity to a fine and other sanctions.
Margaretha Wilkenhuysen | Partner - Corporate | Email
Romain Sabatier | Partner - Corporate | Email
Luc Courtois | Partner - Investment Funds | Email
Peter-Jan Smet | Senior Associate - Investment Funds | Email
Salvatore Pugliese | Associate - Investment Funds | Email
