Deficiencies in RCS/RBO files: Sanctions phase starts on 21 September 2026

From 21 September 2026, Luxembourg Business Registers (“LBR”) will progressively roll out the sanctions phase in respect of entities whose files with the Luxembourg Trade and Companies Register (the “RCS”) or the Register of Beneficial Owners (the “RBO”) contain deficiencies. 

This is the next phase of the RCS/RBO compliance framework introduced by the Law of 23 January 2025, as reflected in the LBR public notice, and further detailed in the LBR Circular 26/02, and outlined in our previous newsflash.

Which files may be affected?

The sanctions phase may concern entities whose RCS or RBO file contains in particular:

• Incorrect or outdated information
• Inconsistent or missing information, or
• An outstanding filing/other required formality.

LBR has already been informing entities of identified deficiencies, which may also be visible to depositors on the LBR portal.

At this stage, non-profit associations (ASBLs) and foundations are not concerned by the opening of sanction procedures.

21 September 2026 marks the start of the progressive roll-out but not of the individual deadlines for all entities. For each entity concerned, the formal timeline starts when LBR sends a registered letter identifying the outstanding deficiencies.

Importantly, the registered letter is sent to the entity’s registered office address recorded with the RCS. Entities should therefore ensure that they can effectively be reached at that address. Failure to deliver the registered letter, irrespective of the reason, does not suspend the procedure or the applicable deadlines. Moreover, the absence of an effective registered office constitutes a further deficiency that must itself be remedied.

What are the sanctions if the deficiencies are not remedied?

Measures already applied will be lifted upon full remediation, except for the penalty payment already incurred.

LBR’s administrative decisions under the compliance procedure may be challenged before the Administrative Court within three months.

What should entities do?

Entities should ensure that their RCS/RBO files remain complete and up to date, and remedy any deficiency identified by LBR without delay. Further guidance on the deficiencies concerned and how to remedy them is available on the LBR website.

Entities should also ensure that the registered office address recorded with the RCS is effective and monitored, and that any relevant correspondence is reviewed promptly.

This may be particularly relevant in the context of corporate housekeeping, financing or M&A transactions and conditions precedent/post-closing checks involving Luxembourg entities.

The entity may remedy the relevant deficiencies at any stage. Once all identified deficiencies have been remedied, the procedure ends, without prejudice to financial consequences already incurred. Partial remediation is not sufficient.

For further information or assistance, please contact your usual contact at Elvinger Hoss Prussen.