Entry into force of amendments to the Luxembourg RBE and RCS Laws: what is new?

Luxembourg has updated the regime applying to its Trade and Company Register (“RCS”) and its Register of Beneficial Owners (“RBO”) through the Law of 23 January 2025 (the “Law”), modifying both the Law of 19 December 2002 on the Trade and Company Register, as amended (the “RCS Law”), and the Law of 13 January 2019 establishing the Beneficial Owner Register, as amended (the “RBO Law”). In essence, the Law introduces changes aimed at improving data accuracy, strengthening compliance and aligning with the judgment of the Court of Justice of the European Union (“CJEU”) of 22 November 2022 (Joined Cases C-37/20 and C-601/20, the “CJEU Judgment”). The rules on how to identify beneficial owners to be registered in the RBO remain unchanged. The amendments have been applicable since 1 February 2025.

1. Modernisation and strengthening of the RCS and RBO frameworks

• Improved data quality: Both the RCS and the RBO have increased capabilities to ensure the accuracy and consistency of registered information. This includes cross-verifications with other national source registers (e.g. aligning company addresses with the national registry of localities and introducing automatic updates to reduce administrative redundancies). 
• Standardisation of information requirements: For the RCS, the Law standardises the mandatory data to be provided when registering any natural or legal person, ensuring consistency and completeness across registrations. Most of these details were already required, such as the National Identification Number (“NIN”), as outlined in our earlier newsflash on this topic.
• Enhanced monitoring and compliance mechanisms: To encourage compliance, the RCS and RBO can use proactive measures, such as continuous monitoring of registered data and requests for information or supporting documents justifying the data entry, notifications reminding entities of their obligations, and administrative follow-ups for incomplete or outdated filings. Non-compliance may entail warnings, administrative sanctions, or in serious cases, referrals to the public prosecutor. The measures shall be terminated upon regularisation of the file, but increased filing fees (still to be determined) shall be applied.

The graph below visualises the steps of the enhanced monitoring and compliance mechanisms.

• Streamlined processes: The interconnection of the RBO with the RCS and the Recueil électronique des sociétés et associations, the Luxembourg gazette, is expected to have significant benefits for users. By automating data updates and cross-verifying information across registers, the interconnected system is expected to reduce duplication of efforts and simplifies the process of registration and updates. For instance, legal representatives already recorded in the RCS can now be automatically suggested for inclusion in the RBO, saving time for businesses and ensuring consistency across databases.
• Reserved alternative investment funds (RAIFs): All RAIFs will now have to record certain information with the RCS about their alternative investment fund manager (AIFM) when registering the RAIF with the RCS. Moreover, the scope of the RCS Law is broadened to also include the registration with the RCS of those RAIFs that are not a commercial company, a special limited partnership, or a common fund and which are currently registered under Section L of the RCS.

2. Key amendments to the RBO access regime following the CJEU Judgment

• Restricted public access: In response to the CJEU Judgment, which reinforced the balance between transparency and privacy, Luxembourg had to amend the RBO Law. The Court found that unrestricted public access to the RBO constituted a serious interference with fundamental rights, particularly when personal data was made widely available without sufficient safeguards. The Court ruled that public access to the RBO exceeded what was strictly necessary to prevent financial crime and increase transparency, rendering the measure disproportionate (for more details, see our earlier newsflash). 

  In practice, following the CJEU Judgment, Luxembourg temporarily restricted public access to the RBO, allowing access only to competent authorities, professionals within the meaning of the law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended (“AML professionals”), and entities with a legitimate interest, in line with the CJEU's guidance. 

  According to the Law, access to the RBO will now be limited to (i) national authorities (the only ones with full access to all data registered), (ii) AML professionals (with their access extending to data of entities with which their clients may enter into a transaction), (iii) national self-regulatory bodies in the performance of their supervisory AML/CFT duties, (iv) persons demonstrating a legitimate interest in the context of the fight against money laundering and terrorist financing, as well as (v) State services, public administrations and public institutions for which such access is provided by law. 

  The Law further provides a (non-exhaustive) list of persons presumed to have a legitimate interest including, inter alia, professional journalists established in Luxembourg or any other EU Member State. A newly set up advisory committee will advise the RBO on the assessment of the legitimate interest of persons requesting access to the beneficial owner data of an entity with which they may enter into a transaction.