The Luxembourg law creating a register of beneficial owners transposing article 30 of Directive 2015/849 was adopted on 13 January 2019 and published on 15 January 2019 in the Memorial (the “Law”). It will enter into force on 1 March 2019.
Although some provisions are still subject to the adoption of the Grand Ducal Regulations, the main battle lines have already been drawn.
What is the Register of Beneficial Owners?
The Register of Beneficial Owners is the Luxembourg central register holding all the data about the beneficial owners of Luxembourg entities falling within the scope of the Law.
What is a Beneficial Owner?
The term “Beneficial Owner” is defined by the Luxembourg law of 12 November 2004 as “any natural person(s) who ultimately owns or controls the customer or any natural person(s) on whose behalf a transaction or activity is being conducted”. This law provides an indication of who will be considered as a beneficial owner depending on the type of entities in question.
Who must file information with the Register of Beneficial Owners?
Any entity registered with the Luxembourg Register of Commerce and Companies falls within the scope of the Law and must file the relevant information with the Register of Beneficial Owners. The relevant information may be filed directly by the entities, by a special attorney (“mandataire”) or the notary in charge of the deed of incorporation or any amendment deed in relation to the entities.
Entities whose titles are listed on a regulated stock exchange in the Grand Duchy of Luxembourg or a foreign market recognized as equivalent in accordance with EU Directive 2004/109/EC will be subject to lighter filing obligations (see below).
What information must be filed with the Register of Beneficial Owners?
Beneficial owners will be identified using the following information:
- last and first names
- nationality
- date and place of birth
- country of residence
- full professional or private address
- identification number
- nature and quantity of the interest held by the beneficial owner.
Entities whose titles are listed on a regulated stock exchange in the Grand Duchy of Luxembourg or a foreign market recognized as equivalent in accordance with EU Directive 2004/109/EC only need to file the name of the stock exchange on which their titles are listed.
The documents required as evidence of the accuracy of the above information will be listed in a Grand Ducal Regulation.
Who can check the Register of Beneficial Owners?
All the information listed above, except the professional or private address and identification number, will be available to the public. The formalities required for accessing the information will be set out in a new Grand Ducal Regulation.
National authorities will have full access to the Register of Beneficial Owners to perform their duties, namely public prosecutors, investigation judges, the financial intelligence unit, some police officers, the CSSF, the Insurance Commission (“Commissariat aux Assurances”), the VAT Administration, the Customs and Excise Administration, the State Intelligence Service, the Direct Tax Administration, the Foreign Affairs Ministry and the Finance Ministry as part of their specific tasks in combating money laundering and the financing of terrorism, and the Office for Export, Import and Transit Controls.
In addition, following motivated requests from professionals (defined as the entities listed in article 2 of the Luxembourg law of 12 November 2004, such as financial institutions, lawyers and notaries), the Luxembourg entities must provide the following information:
- last and first names
- nationality
- date and place of birth
- country of residence
- nature and quantity of the interest held by the beneficial owner.
Who will maintain the Register of Beneficial Owners?
The Luxembourg business registers is responsible for registering, safekeeping, administrating and disclosing the information pertaining to beneficial owners.
Who can report that information filed on the Register of Beneficial Owners is incorrect or out of date?
Any person or any professional (defined as an entity listed in article 2 of the Luxembourg law of 12 November 2004) having access to the Register must report to the Luxembourg business registers that some of the data filed on the Register is incorrect or out of date, or that information is missing, within 30 days of becoming aware of such error.
Any update on the information on the Register must be filed electronically within 30 days of such change.
What are the sanctions for filed information that is not correct or up to date?
A breach of the Law or a lack of cooperation by entities falling within the scope of the Law will lead to criminal fines of EUR 1,250 to EUR 1,250,000. The same will apply to entities failing to keep all the information on their beneficial owners at their registered office. Beneficial owners would also incur such sanctions if they do not provide the requested information to an entity falling within the scope of the Law.
