Register of Beneficial Owners

On 15 January 2019, a new law establishing a Register of Beneficial Owners (Registre des bénéficiaires effectifs, "RBE") for Luxembourg registered entities was published in the Luxembourg Official Journal (Mémorial A) ("RBE Law") and shall enter into force on 1 March 2019. It Implements the transparency requirements of articles 30 & 31 from Directive (EU) 2015/849 of the European Parliament and the Council of 20 May 2015 on the prevention of use of the financial system for money laundering or terrorist financing (4th Anti-Money Laundering Directive, “4AMLD”). The new requirements are applicable to all corporate and legal entities established in Luxembourg.
 

ENTITIES IN SCOPE

All corporate and legal entities incorporated in the EU are within the scope of these new requirements.  To date, the following countries have transposed the regulation into local law: Luxembourg, Belgium, France, Germany, Guernsey, Jersey and Malta.
 

WHAT DOES “BENEFICIAL OWNER” MEAN?

The term “Beneficial Owner” is defined by reference to the Law of 12 November 2004, as amended on February 13 2018, regarding the fight against money laundering and terrorism financing (the “AML Law”).

An Ultimate Beneficial Owner (UBO) is:

  • Any natural person owning 25% plus 1 share or an ownership in interest of more than 25%;
  • Any natural person owning less than the above threshold but exercising a control on the entity;
  • If no natural person can be identified per the above criteria, the natural person acting as principal manager shall be identified

 
ENTITIES’ OBLIGATIONS

Each entity has the obligation to:

  • Obtain and hold at the registered office adequate, accurate and up to date information and supporting documentation on the natural person that has been identified as the UBO;
  • File the relevant information and supporting documentation at the local trade register within one month after the registered entity has become aware or should have become aware of the event requiring the registration or modification of the information;  
  • Upon simple request, and within three business days, provide information on its owner to the national authorities listed in the RBE Law (e.g., Commission de Surveillance du Secteur Financier, state prosecutor, tax authorities, etc.);  
  • Upon a duly justified request, and within three business days, provide information on its beneficial owner(s) (other than the private or professional address and identification number) and information on its owner, to the professionals listed in Article 2 of the AML Law (e.g., credit institutions, professionals of the financial sector, lawyers, notaries, etc.) in the framework of the performance of their customer’s due diligence measures as laid down in the AML Law;
  • Designate the place where the information and the supporting documents will be kept for a period of five years from the date from which the registered entity has been removed from the Luxembourg Trade Register (RCS), in case of a dissolution. The designation of the place of storage shall be published in the Recueil Electronique des Sociétés et des Associations.
     

INFORMATION TO BE MAINTAINED AND FILED

Entities are required to retain and make available exact and up-to-date information on their Ultimate Beneficial Owners, and to report on them, as defined in the newly voted law.

Information that must be reported includes:

  • Last Name
  • First Name
  • Date of Birth
  • Place of Birth
  • Nationality(ies)
  • Country of Residence
  • Full private address for individuals or registered address for entities
  • Official Identification Number
  • Nature of holding
  • Percentage of holding
     

WHO WILL HAVE ACCESS TO THE INFORMATION?

National authorities and certain regulatory bodies/professionals will have direct access to the RBE. Any person will be able to request access to a limited amount of information held in the register.


RESPONSIBILITY 

The entity is responsible for the publication and update.


TIMELINE

The law will enter into force on March 1, 2019, requiring that any entity incorporated from March 1st will have one month to file its register. However, the law has foreseen a six months transition period for existing entities, extending the filing period until September 1st.


CONSEQUENCE OF NON-REPORTING

For any breach in the law in which the entity does not hold required information, holds inaccurate information and supporting documentation about the UBO, or fails to file the information as per the law’s requirements, the entity can be fined an amount between €1,250 and €1,250,000.


HOW ALTER DOMUS CAN HELP

Alter Domus can assist you in the creation, maintenance and publication of the UBO register as defined in the Directive in all European countries where Alter Domus is present. This includes Belgium, Cyprus, France, Germany, Ireland, Luxembourg, Malta and Spain.

To find out how we can assist, please address your questions to your dedicated relationship manager.

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