Luxembourg postpones beneficial ownership registration deadline

Luxembourg has deferred the deadline for registration of company beneficial ownership from 31 August to 30 November 2019.

The jurisdiction is already far beyond the deadline set by Article 30 of the EU Fourth Anti-Money Laundering Directive (4AMLD), which required all EU Member States to implement central registers of beneficial ownership by June 2017. Luxembourg was not the only EU member to be late; by June 2018 the European Commission had opened infringement procedures against 20 Member States for non-transposition, mostly due to problems in setting up their beneficial ownership registries. Some Member States, notably the Netherlands, announced that they would not do so until 4AMLD’s successor, the Fifth EU Anti-Money Laundering Directive (5AMLD), has to be transposed in January 2020.

However, in January 2019, Luxembourg enacted the register of beneficial owners (RBE) Law. As originally gazetted, it gave entities falling within its scope until 1 September 2019 to comply. Members of the public were not to be given access to the beneficial owners’ private residential or professional address or tax identification number, and beneficial owners were allowed to request that only national authorities, financial institutions, bailiffs and notaries could access their records.

The scope included all Luxembourg legal entities registered with the Luxembourg Trade and Companies Register, including common funds (FCPs), trusts and Luxembourg branches of foreign companies.

But practical considerations have again intervened, and now the registration deadline has been delayed for a further three months. This takes it to within three months of the implementation of the 5AMLD, which Member States must transpose by January 2020. This directive requires the beneficial ownership registries (which it assumed would already be in place) to be open to the public as well as to officialdom.

Financial penalties of between EUR1250 and EUR1,250,000 can be imposed on entities that do not register the information on the RBE within the required timeframes, or knowingly provide incorrect or partial information or information which has not been updated, or fail to obtain and keep the information at their registered office.