The transparency register in the 4th AML directive in Luxembourg

Both articles 30 and 31 of the Directive were implemented in Luxembourg by way of two laws:

• the law of 13 January 2019 establishing a register of beneficial owners, as amended (the "RBO Law");
• the law of 10 July 2020 establishing a register of fiduciaries (fiducies) and trusts (the "Fiduciaries and Trusts Register Law").

The RBO Law and the Fiduciaries and Trusts Register Law both establish registers holding and providing information on beneficial owners of Luxembourg legal entities, as well as information on express trusts, fiduciaries or similar legal arrangements and their beneficial owners.

Yes.

A relevant UBO must provide a legal entity, express trust, fiduciaries or a similar legal arrangement with the relevant information in order to allow it to comply with the requirements set forth under the RBO Law or under the Fiduciaries and Trusts Register Law (Article 17(1) of the RBO Law and Article 2(3) of the Fiduciaries and Trusts Register Law). 

Yes.

Legal entities, express trusts, fiduciaries and similar legal arrangements must obtain and keep records of information regarding their beneficial owner(s). This information must be accurate and kept duly up to date (art. 17(2) and (3) of the RBO Law, Article 2(1) and (2) of the Fiduciaries and Trusts Register Law).

The legal entity or its representative must file the information with the register under the RBO Law (Article 4 of the RBO Law). Furthermore, for express trusts, fiduciaries and similar legal arrangements for which the relevant trustee or fiduciary is established or domiciled in the Grand Duchy of Luxembourg or where the trustee or fiduciary enters into a business relationship with a professional in the Grand Duchy of Luxembourg or acquires real estate located in Luxembourg, such trustee or fiduciary will be required to file the relevant information with the register.

Yes.

For legal entities that are listed on a regulated market established in Luxembourg, the EEA or in a third country (which is subject to disclosure requirements consistent with European Union law or subject to equivalent international standards which ensure adequate transparency of ownership information), the relevant entity will only need to disclose the regulated market on which its shares are traded (article 3(2) of the RBO Law).

Furthermore, where trustees or fiduciaries are established or reside in several Member States, and have already registered with the other Member State’s register, the trustee or fiduciary residing or established in the Grand Duchy of Luxembourg may submit proof of such registration for its obligations to be deemed to be complied with (Article 13(1) of the Fiduciaries and Trusts Register Law).

For legal entities, the deadline for the initial filing with the register was set for 30 November 2019. The RBO Law further sets out an obligation to keep the information up to date. A relevant legal entity will need to register any change to the information provided within one month after it became aware / should have become aware of such change.

Express trusts and fiduciaries are required to register with the relevant trust and fiduciaries registry within one month of the event rendering such registration necessary. Furthermore, any change in information must also be filed with the register within one month of the event rendering such filing necessary.

Criminal fines of between EUR 1,250 and EUR 1,250,000 may apply (art. 20 et seq. of the RBO Law) where a legal entity does not comply with the requirements set out in the RBO Law. The same criminal fines apply to the UBO if it does  not provide the legal entity with the relevant information allowing it to comply with its obligations under the RBO Law (Articles 20 and 21 of the RBO Law).

For express trusts, fiduciaries and similar legal arrangements, the AED may issue a warning, a public declaration or even an administrative fine of up to EUR 1,250,000 where a relevant entity has not complied with the requirements set out in the Fiduciaries and Trusts Register Law (Article 22 of the Fiduciaries and Trusts Register Law).

The register for legal entities is established within the Luxembourg business registers and may be found on their website (www.lbr.lu).

The register for fiduciaries and trusts is established by the AED and is separate from the Luxembourg business registers. It may be found on the platform myguichet.lu.

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