The 4th EU AML Directive [1], as amended by the 5th EU AML Directive [2], requires each Member State of the EU inter alia to establish registers of beneficial owners (“RBO”) in respect of corporate and other legal entities incorporated within its territory.
The Luxembourg Law of 13 January 2019 creating a register of beneficial owners (“RBO Law”) was published in the Luxembourg official gazette on 15 January 2019.
The RBO Law will enter into force on 1 March 2019. This date will be the start of a six-month transitional period at the end of which (i.e. end August 2019) all in-scope Luxembourg entities (e.g. commercial companies, special limited partnerships, investment funds, including common funds) will have to comply with the provisions of the RBO Law.
In particular, Luxembourg entities will be required to provide the RBO with relevant information on their ultimate beneficial owners of Luxembourg corporate and other legal entities (“UBOs”), as provided by the AML Law [3].
The UBO information to be recorded in the RBO is the following:
(i) name and first name;
(ii) date and place of birth;
(iii) nationality;
(iv) country of residence;
(v) private or professional address;
(vi) national identification number; and
(vii) nature and extent of the beneficial interest held.
All UBOs are concerned, whether they are Luxembourg nationals or not.
As an exception, companies listed on certain regulated markets shall merely provide the RBO with the name of the relevant regulated market, instead of information on their UBOs.
Another important impact of the implementation of the RBO is the accessibility of the information: in principle, the UBO information will be accessible to:
- national authorities, and
- the general public (save for the data referred to under (v) and (vi)), unless a specific exemption is obtained.
Failure by the entities and the relevant UBOs to comply with their respective obligations deriving from the RBO Law will be subject to criminal fines of up to EUR 1,250,000.
[1] "4th EU AML Directive" refers to Directive 2015/849 of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
[2] "5th EU AML Directive" refers to Directive 2018/843 of 30 May 2018 amending the 4th EU AML Directive.
[3] "AML Law" refers to the Luxembourg Law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended.
