The law of January 23^rd, 2025, amending the amended law of December 19^th, 2002, concerning the Luxembourg Trade and Companies Register, as well as the accounting and annual accounts of companies, and the amended law of January 13^th, 2019, establishing a Luxembourg Beneficial Owners Register, came into force on February 1^st, 2025.

It aims to strengthen the quality and reliability of the information registered in the Luxembourg Trade and Companies Register (R.C.S.) and the Luxembourg Beneficial Owners Register (RBE), thereby addressing contemporary challenges in the fight against money laundering and the financing of terrorism, while aligning Luxembourg practices with European and international requirements.

1. Amendments to the Law of December 19^th, 2002, concerning the Luxembourg Trade and Companies Register, as well as the accounting and annual accounts of companies

Firstly, it provides the R.C.S. agent with new means and digital tools to effectively monitor registered individuals and legal entities to ensure their compliance with registration and filing obligations. Additionally, it allows the R.C.S. agent to access information, including individual data, contained in the files of administrations and public services, within the scope of its missions. Access to this information aims to improve the quality of data registered in the R.C.S. by enabling the agent to ensure consistency between the information provided by a depositor or contained in the R.C.S. database interconnected with other official databases.

Thus, the R.C.S. agent will also be able to automatically update the information registered in the R.C.S., communicated by the various national registers to which he/she has access.

Automatic control mechanisms will allow the R.C.S. agent to check the accuracy and update of information for individuals and legal entities registered with the R.C.S. Therefore, when the R.C.S. agent finds:

• the existence of erroneous or outdated data,
• the failure to register required data, or
• the absence of filing of a required information or document, within the prescribed deadlines,

he/she will send a registered letter to the concerned individual or legal entity requesting an update of their file. The individual or legal entity will then have 30 days from the sending date of the request to comply, under penalty of the following sanctions and administrative measures:

• Display on the individual’s or legal entity’s R.C.S. website that their file is not up-to-date or that it fails to comply with applicable legal provisions, starting from the first day of the second month following the request’s sending date;
• Issuance of certificates attesting to the observed breaches, starting from the first day of the third month following the request’s sending date;
• Imposition of a daily penalty of 40 euros, starting from the first day of the seventh month following the request’s sending date, until the last day of the ninth month following the request’s sending date; and
• Automatic removal of the individual’s or legal entity’s file, without dissolution or loss of legal personality, starting from the first day of the twelfth month following the request’s sending date.

Moreover, in light of the new R.C.S. requirements since November 12^th, 2024, we recommend updating your Luxembourg identification numbers for any individual already registered or to be registered with the R.C.S., as stated in our following newsletter: https://ptb.ovh/bakertilly/bakertilly-newsletter-20-09-2024-nouveautes-concernant-les-formalites-a-remplir-au-r-c-s-fr/

2. Amendments to the Law of January 13^th, 2019, establishing a Luxembourg Beneficial Owners Register

The agent of the Luxembourg Beneficial Owners Register monitors the data registered by the entities and can request any document or evidence to justify the accuracy of a registration.

Thus, when the agent finds, either automatically or through a notification, the existence of erroneous data or the lack of complete or partial data in the Luxembourg Beneficial Owners Register, or the failure to register, modify, or remove a data within the prescribed deadlines, they will send a registered letter to the registered entity requesting a verification.

If the registered entity does not respond to the verification request or, if it does not rectify its registrations in the Luxembourg Beneficial Owners Register within 30 days of the request’s sending date, the RBE agent can impose the same sanctions and administrative measures as those of the R.C.S. agent.

For more information on the subject, do not hesitate to contact your usual advisor.