Register of beneficial owners in Luxembourg: RBE filing

What is the register of beneficial owners in Luxembourg?

The register of beneficial owners in Luxembourg, known as the RBE, is the national register created by the law of 13 January 2019: every entity registered with the trade and companies register must record there the natural persons who ultimately own or control it, and must keep that entry up to date.

The register is kept by Luxembourg Business Registers, an economic interest grouping bringing together the State, the Chamber of Commerce and the Chamber of Skilled Trades and Crafts, under the supervision of the Minister of Justice, which also runs the trade and companies register and the insolvency register.

The point that costs the most in practice is this one: the RBE is not the trade and companies register. These are two separate filings, with two forms, two triggers and two deadlines. A share transfer properly published with the trade register leaves the RBE inaccurate for as long as nobody files the corresponding declaration. The file is nonetheless the same one as for the checks described on our AML/KYC compliance page: the same identification chain, read once by the bank and once by the register.

Who must be declared as a beneficial owner: the 25% threshold

The beneficial owner of a Luxembourg company is the natural person who ultimately owns or controls it, in particular because that person holds, directly or indirectly, a sufficient percentage of the shares, of the voting rights or of the ownership interest in the capital.

The reference percentage is more than 25%, that is, at least 25% of the shares or voting rights plus one. The threshold is indicative: the financial sector supervisory authority recalls that applying it alone may, in some cases, not be enough to identify the right beneficial owner, indirect holdings and control exercised by other means having to be examined.

The case of four shareholders holding exactly 25% each illustrates the trap. Nobody crosses the threshold, which does not allow the conclusion that there is no beneficial owner: control exercised by other means must first be looked for, whether a shareholders' agreement, a veto right or the financing. Only where no beneficial owner can be identified, all means exhausted, is the senior manager of the registered entity treated as the beneficial owner.

We regularly see the opposite when taking over a file: the senior manager entry used as a convenience, although the ownership structure was documented and identifiable. That is an inaccurate declaration, not a shortcut. At the other end, entities whose securities are admitted to trading on a regulated market of the European Economic Area are exempt from declaring beneficial owners and indicate the market concerned. The reasoning belongs at company formation stage, not at the first inspection.

What information must be filed with the RBE?

The RBE entry covers the full identity of each beneficial owner and the nature and extent of the beneficial interests held. The data requested go further than what the trade and companies register publishes, since they run down to the natural person.

The entity does not merely declare. It must obtain and keep, at the place of its registered office, the information on its beneficial owners together with the supporting documents, that information having to be adequate, accurate and current. A register that has been declared but is not documented at the registered office is still a breach.

The obligation runs both ways. Every beneficial owner of a registered entity must provide it with the information it needs to meet its own obligations: a company unable to obtain a document from a shareholder is not powerless, the law places the obligation on the natural person as well, and the penalty targets that person directly. Keeping that file and following changes are the ordinary work described on our corporate secretarial page.

What is the RBE filing deadline: one month

The RBE filing deadline is one month: the registered entity must apply for the entry or the amendment within one month from the moment it became aware, or ought to have become aware, of the event that makes it necessary. The deadline runs from the event, not from the formality that follows it.

The nuance is decisive because it moves the starting point. A share transfer, the arrival of a new shareholder, a move by the beneficial owner or a change of identity document each open one month, without waiting for publication with the trade register or for the articles of association to be updated.

Filing is electronic. The filer, whether the entity, a notary or an agent, logs on to the registrar's website with a LuxTrust certificate and completes the online form; a receipt follows within three working days. Where the application does not comply, the registrar invites the filer to put it right within fifteen days, then notifies a reasoned refusal if the new application still does not comply.

The delay we see most often is not negligence, it is a sequence: the notarial deed is awaited, then the filing with the trade register, and only then does the RBE come to mind. The month is already gone. The opposite reflex, filing the RBE as soon as the event is known, costs ten minutes. The logic is the same as for the filing deadlines set out in our article on the late filing of annual accounts.

Who can consult the RBE since the CJEU judgment?

Since the judgment of the Court of Justice of the European Union of 22 November 2022, general public access to the register of beneficial owners is no longer provided: the Court invalidated the provision of the anti-money laundering directive that imposed such access, holding it contrary to articles 7 and 8 of the Charter of Fundamental Rights.

Access was restored in December 2022, but by category. National competent authorities have dedicated access through an intranet portal; the professionals covered by article 2 of the amended law of 12 November 2004 obtain access on request to the registrar; the press reaches the register through the Press Council, on the basis of a convention concluded with the registrar on 20 December 2022.

An individual limitation of access remains possible. The entity or the beneficial owner may request it, with reasons and for a limited period, in the event of a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise lacks legal capacity. Once accepted, the information remains accessible to national authorities, to credit and financial institutions and to bailiffs and notaries acting as public officers.

The question we hear most often is about that visibility: will the name be public? It mixes up two things. A restriction on access never removes the duty to file, which stays mandatory and complete; it only settles who may read. A structure that has not filed is not discreet, it is in breach.

What are the penalties for failing to file with the RBE?

Failure to file with the RBE is a criminal offence: the fine runs from 1,250 to 1,250,000 euros. It does not hit the registered entity alone, but also the beneficial owner who fails to provide that entity with the information it has to declare.

Four distinct breaches are covered by article 20 of the law: the entity that fails to apply for registration within the deadlines, the entity that fails to obtain and keep at its registered office the information on its beneficial owners, the entity that knowingly provides inaccurate or out-of-date information, and the beneficial owner who fails to meet the duty to inform.

The risk is not theoretical. The police carry out checks on compliance with these obligations in collaboration with the public prosecutors of Luxembourg and Diekirch; in 2024 those checks focused on civil companies, a large number of which had not filed as the law requires.

Since 2026 a graduated administrative layer sits on top of the criminal one. On 28 January 2026 the registrar presented a reinforced monitoring framework: manual checks after data are transmitted, automated monitoring throughout their life cycle and then, where non-compliance persists, measures ranging from fee surcharges to the mention of the breaches on the extracts and certificates issued, up to removal from the register of the registrar's own motion and, as a last resort, referral to the public prosecutor. At 31 December 2025 the RBE compliance rate stood at 94.6% across more than 168,400 registered entities.

RBE reform and the EU package: what is moving in 2026

The framework of the register of beneficial owners is under reconstruction: the law of 13 January 2019 remains the applicable text on 13 September 2026, but two reforms are moving in parallel, one national and one European, and both bear on access to the data rather than on the duty to file.

Nationally, bill 7961 reforms the legal basis of the trade and companies register and that of the RBE; it was still before the parliamentary committee when we checked. Amendments restrict access by journalists, organisations, associations and foundations to those established in the European Union, and strengthen the registrar's means of monitoring the quality of the data recorded.

At European level, the 2024 anti-money laundering package, made up of Regulation (EU) 2024/1624 and Directive (EU) 2024/1640, restores access based on a demonstrated legitimate interest, in particular for journalists, civil society organisations and academics, covering the name, nationality, country of residence and the nature and extent of the beneficial interests held. On 9 January 2026 the Council of Government adopted a bill transposing articles 8 and 9 of that directive.

None of this is prepared for other than by keeping the file clean. An entity whose RBE reflects reality goes through a reform without doing anything; an entity whose entry dates back to incorporation and has never moved discovers the subject at the first inspection, the first refusal from a bank or the first mention on an extract.

Sources and verification

Written for Financial Services Luxembourg and reviewed before publication by Mickaël LOC, licensed accountant (authorisation 10077274). The thresholds, deadlines, procedures, amounts and references in this article were verified on 13 September 2026 against the official sources listed below.

On the guichet.lu side: the page on filing beneficial ownership details with the Register of Beneficial Owners for the definition of the beneficial owner, the fallback to the senior manager where none can be identified, the content of the declaration, the LuxTrust certificate log-in, the receipt within three working days, the fifteen-day window to put a non-compliant application right and the reasoned refusal that follows, and the exemption of entities listed on a regulated market of the European Economic Area; the page on the declaration and consultation of a fiducie or trust for the register kept by the Registration Duties, Estates and VAT Authority. On the Luxembourg Business Registers and gouvernement.lu side: the explanatory guide to the RBE and circular LBR 19/01 of 25 February 2019 for the filing formalities, the duty to keep the information and supporting documents at the registered office, the beneficial owner's duty to inform and the fines under article 20; the communiqués of 22 November 2022 on the judgment in joined cases C-37/20 Luxembourg Business Registers and C-601/20 Sovim, of 6 and 21 December 2022 on the restoration of access for national authorities, for the professionals covered by article 2 of the amended law of 12 November 2004 and for the press, and of 28 January 2026 for the monitoring framework, the graduated administrative measures, the 94.6% compliance rate and the number of registered entities at 31 December 2025. On the justice.public.lu side: the news items of September 2023 and September 2024 on the checks carried out with the public prosecutors of Luxembourg and Diekirch. On the financial sector supervisory authority side: the circular on money laundering prevention for the indicative character of the more than 25% threshold. On the Chamber of Deputies side: the file of bill 7961. On the EUR-Lex and gouvernement.lu side: Regulation (EU) 2024/1624 and Directive (EU) 2024/1640 of 31 May 2024 for access based on a legitimate interest, and the summary of the Council of Government meeting of 9 January 2026.

Five limits must be flagged. The primary text of the law of 13 January 2019 was not read in its original source: legilux.public.lu, lbr.lu and the PDF files of the financial sector supervisory authority are unreachable from our drafting environment, and those texts were consulted through indexed extracts; the numbering of articles 3, 4, 15, 17 and 20 quoted here depends on them. The maximum duration of a limitation of access could not be confirmed and is therefore not quantified. Any cost attached to an RBE filing was not established. The state of progress of bill 7961 could not be confirmed beyond the "before committee" status of the parliamentary file, and the content of the bill adopted on 9 January 2026 was not read. Lastly, some public pages still describe free consultation of the RBE by the general public, wording that predates the judgment of 22 November 2022: this article follows the regime resulting from that judgment. Readers can confirm these points on legilux.public.lu, on lbr.lu, on chd.lu and with the registrar.

This article states the law as it stands at the date of publication. Thresholds, deadlines, penalties and access arrangements change, and any decision binding your structure must be checked on the date you rely on it. Report an error to contact@financialservices.lu: the correction is dated in the article.