Luxembourg’s Register of Beneficial Owners Enters into Force

20 Feb

Luxembourg’s Register of Beneficial Owners Enters into Force

On 15 January 2019, a new Luxembourgish law establishing a central Register of Beneficial Owners (Registre des bénéficiaires effectifs, or RBE) for registered entities was published in the Luxembourg Official Journal. When it enters into force on 1 March 2019, transparency requirements applicable to all corporate and legal entities established in Luxembourg will go into effect.


Who is effected?

The new law implements the transparency requirements of article 30 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”).

As such, all corporate and legal entities incorporated in the European Union 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 “Ultimate Beneficial Owner” (UBO) 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”).

The Ultimate Beneficial Owner (UBO) is any natural person who ultimately owns more than 25% of the shares of a legal entity, or who may otherwise own less than 25% but exercises control over the entity.

If no natural person can be identified per this criteria, the natural person acting as principal manager of the legal entity will need to be registered.

 

Obligations

Each entity has the obligation to:

  • Obtain and hold adequate, accurate and up-to-date information and supporting documentation on the UBO at the registered office;
  • File the required documentation with the Luxembourg Trade and Companies Register (RCS) within one month of becoming aware of the event requiring the registration or modification of the information; 
  • Upon simple request, and within three business days, provide the UBO’s information and register to the national authorities listed in the RBE Law;
  • Upon a duly justified request, and within three business days, provide information on its UBO(s) to the professionals listed in Article 2 of the AML Law;
  • Designate a location for the information and supporting documents to be kept for a period of five years from the date which the registered entity is removed from the RCS in case of a dissolution


Information to be obtained and filed

Information to be filed with the Luxembourg Trade and Companies Register and kept in the register includes:

  • Name and surname
  • Date of Birth
  • Place of Birth
  • Nationality
  • Country of Residence
  • Private or professional address
  • National identification number
  • Nature of holding
  • Percentage of holding

 
Who will have access to the information?

National authorities, certain regulatory bodies and the general public will have access to the UBO register. While the national authorities will have full access to all filed information, the general public will not be granted access to the beneficial owners’ addresses or identification numbers.

 

Timeline

The law will enter into force on March 1, 2019. Entities already in existence at that point will have six months to fulfil their filing obligations. Entities incorporated after March 1st will have one month to fulfil their filing obligations.

 

Non-compliance

A fine between EUR 1,250 and EUR 1,250,000 could be imposed on the legal entity or its legal representative for failure to comply with the aforementioned obligations.

 

How can Alter Domus help?

Our team at Alter Domus is ready to 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.

We’re dedicated to helping ensure your compliance with this new legislation, as well as collecting and filing all the necessary information with the national authorities.

 

To find out more, please contact Michel Iannone.


MICHEL IANNONE
Director, Head of Regulatory Services
+352 48 18 28 6178

 

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