The Luxembourg law of 13 January 2019 on the register of beneficial owners was recently published and will come into force on 1 March 2019. The register applies to Luxembourg investment funds as well as companies.

The law creates a central register of beneficial owners (“BOs”) of companies and other entities (Registre des bénéficiaires effectifs; “RBE”) to implement the last element of the fourth EU Directive on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing into Luxembourg law, as amended by the AML 5 Directive.

The main features of the law are:

• Entities in scope: Luxembourg commercial companies as well as any other entities registered with the Luxembourg trade and companies’ register. This would include investment funds in corporate form and in contractual form (including FCPs).
• Under Luxembourg AML law, a BO is in principle any person owning directly or indirectly at least 25% of a relevant entity.
• The following information neds to be uploaded to the RBE (operated by the Luxembourg trade and companies register): (i) the identity of the BO (including ID number), (ii) date and place of birth, (iii) nationality, (iv) private or professional address of residence and (v) the nature and extent of BO’s beneficial interests held in the relevant entity. The information must be accurate, complete and up–to-date.
• BO information generally has to be uploaded to the RBE within one month after the registered entity becomes aware or should be aware that a person has to be considered as a BO.
• Existing companies and entities will be required to transmit to the RBE the required information related to their beneficial owners by 1 September 2019.
• The information contained in the RBE will be made available:

1. To national competent public authorities (unlimited access);
2. To the general public (limited access – e.g. no access to private or professional addresses or the identification number);
3. In exceptional circumstances and on request of the registered entity or of the relevant BO, the access to the information concerning a BO can be limited to national competent public authorities, credit institutions, financial institutions, bailiffs and notaries, if the latter are acting as public officers in cases in which access would expose the BO to disproportionate risk (such as fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the BO is a minor or otherwise legally incapable). A limitation of access is limited to three years but can be renewed.

• The information will be kept in the RBE for a period of five years after the winding up of the subject entity.
• Failure to comply with the obligations under this law (e.g., if the relevant BO information has not been uploaded to RBE within the one–month period) will be subject to fines ranging between EUR 1,250. and EUR 1,250,000.

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