An overview of the register of ultimate beneficial owner (RBE) and how Sanne can assist
The law dated 13 January 2019 for setting up a register of ultimate beneficial owners (registre de bénéficiaires effectifs, RBE) of legal entities was published on Tuesday, 15 January 2019.
This law transposes certain provisions of the 4th AML directive (Directive (EU) 2015/849 of the European Parliament and Council dated 20 May 2015), as well as the 5th AML directive (Directive (EU) 2018/843 of the European Parliament and Council dated 30 May 2018) into Luxembourg law (the “Law”).
The Law creates a central register keeping certain information on the Ultimate Beneficial Owners (UBO) of Luxembourg entities (the “registered entities”) including for instance public/private limited companies, partnerships, not for profit associations, foundations and civil companies together with Luxembourg branches of foreign companies and UCITS.
The Law does not autonomously define who is considered the UBO, but refers to the law of 12 November 2004 in relation to the fight against money laundering.
The UBO is:
Any natural person(s) who ultimately owns or controls an entity and/or any natural person(s) through direct or indirect ownership of a sufficient percentage of shares or voting rights or ownership interest in that entity, including through bearer shares, or through control via other means on whose behalf a transaction or activity is conducted, which includes:
A shareholding of 25% plus one share or an ownership interest of more than 25% in the client held by a natural person shall be an indication of direct ownership.
A shareholding of 25% plus one share or an ownership interest of more than 25% in the client held by a corporate entity, which is under the control of a natural person(s), or by multiple corporate entities, which are under the control of the same natural person(s), shall be an indication of indirect ownership.
If no beneficial owner is identified after having exhausted all possible means and provided there are no grounds for suspicion, any natural person holding the position of a senior management (dirigeant principal) should be identified as the beneficial owner in the RBE.
The RBE will be managed and monitored under the control and supervision of the Luxembourg Business Registers on behalf of the Luxembourg Ministry of Justice.
The following information is required to be registered in the RBE:
This information must be adequate, sufficient, accurate and up-to-date and must be justified by the relevant documentation. This information must be filed electronically on a specific platform within one month from when the entity has become aware or should have become aware of the event requiring the registration or modification of information.
The company, its domiciliation agent or the notary in charge of the incorporation or the amendment of the articles of association can collect the information and file it with the RBE. Each of those responsible could be asked by the relevant register to provide any requested information regarding a beneficial owner if such information needs to be updated. In this case, the information should be filed no later than one month following the change of situation.
Any person having access to the RBE is also required to inform the Luxembourg Business Registers of any inaccurate or false information registered in the RBE, within a period of 30 days from that finding.
The Law will enter into effect as of Friday, 1 March 2019. From the effective date, all concerned entities have six months to fulfil their filing obligations.
Any change in a UBO must be published within one month from the date the change was known to the entity.
The Law foresees significant fines for not complying with the obligations, such as lack of or late filing, non-compliance with the obligation to maintain the UBO file at the registered office as well as any deliberately wrong, incomplete or non-updated filing that can trigger fines between EUR 1,250 and EUR 1,250,000. Non-compliance can be reported to the Luxembourg prosecutor.
Sanne can provide the full range of services to comply with the obligations under the Law:
Should you have any further questions please feel free to contact us.