Luxembourg

What is the legal basis of the Transparency Register in the respective Member State?

There is a bill of law number 7217 (the Bill of Law) which will implement article 30 of the Directive into the Luxembourg legal framework. 


The Bill of Law will put in place in Luxembourg a register to hold and provide information on beneficial owners of Luxembourg entities.

Is there an obligation of a UBO or shareholder to proactively provide information on the UBO to the legal entity?

At this stage, and according to the Bill of Law, no.

Is there an obligation of a legal entity to actively inquire with its shareholders/partners on the identity of the UBO(s)?

At this stage and according to the Bill of Law, legal entities have to obtain and keep record of the information regarding their beneficial owner(s), to be accurate and kept duly up-to-date (art. 20 of the Bill of Law).

Who is required to make filings with the Transparency Register, the legal entity or the UBO?

At this stage and according to the Bill of Law, the legal entity has to request the filing of the information in the register concerning their beneficial owners together with their related amendments (art. 4 of the Bill of Law).

Are there exemptions to the filing obligation?

According to the Bill of Law, no filing is required for companies whose shares are admitted to trading on a regulated market in the Grand Duchy of Luxembourg or in another State party to the Agreement on the European Economic Area or in another foreign country imposing obligations recognized as equivalent by the European Commission within the meaning of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonization of transparency requirements concerning information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (art. 1.4°).

What is the due date for the initial filing with the Transparency Register?

At this stage, and according to the Bill of Law, legal entities will have a six-month period as from the entry into force of the law to comply with the provisions of the law (art. 27).

What are the sanctions in case of a breach of the transparency obligation?

Criminal fines of between EUR 1,250 and EUR 1.25m (art. 23 et seq.).

Is the Transparency Register established as a separate register or part of an existing register?

At this stage, and according to the Bill of Law, it is proposed to establish a register of beneficial owners called “REBECO” which will be managed by the economic interest group RCSL and established under the authority of the Ministry of Justice. 


The economic interest group RCSL will be in charge of the registration, safeguard, administrative management, and provision of the information in the register (art. 5 of the Bill of Law).