The Luxembourg Register of Beneficial Owners (REBECO Act)
On 15 January 2019, the law establishing a Luxembourg register of beneficial owners (the “REBECO Act”), transposing Article 30 of the 4th AML Directive (2015/849/EU), was published. The REBECO Act will enter into force on 1 March 2019. Entities that fall within its scope will have six months (i.e., until 1 September 2019) to comply with the act’s provisions.
Entities impacted by the REBECO Act
The REBECO Act applies to entities registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés or “RCSL”), including civil and commercial companies, branches of foreign companies, Luxembourg Funds such as UCITS, SICAR, RAIF and SIF. There is nevertheless an exception for companies whose securities are admitted to trading on a qualifying regulated market (“Qualifying Listed Entities”).
Obligation to provide, update and keep information
Entities must keep at their offices and provide the Luxembourg Business Register (the “LBR”), which manages the RCSL, regularly updated information on their ultimate beneficial owner(s).
The information to be provided includes the ultimate beneficial owner ‘s first and last name, nationality, date and place of birth, country of residence and national identification/registration number, as well as the nature and scope of the interest held in the Entity. Qualifying Listed Entities are only required to provide the name of the market on which their securities are traded.
Access to the information reported
The information contained in the REBECO will be accessible as follows:
- Unlimited access for competent public authorities, including but not limited to the State prosecutor, the Commission de Surveillance du Secteur Financier (CSSF), the Commissariat aux Assurances (CAA) and the tax authorities;
- Limited access (only partial information may be disclosed), for self-regulatory bodies within the context of their supervisory functions (including but not limited to the Bar Council, Notary Chamber and the Institut des Réviseurs d’Entreprises) and for Professionals when performing their customer due diligence obligations;
- Subject to the prior approval of a formal commission to be created by the Minister of Justice, to any person or organisation which is resident in Luxembourg and can demonstrate a legitimate interest and which has made an official written and duly justified request in this respect.
In cases where access to the information reported would expose the beneficial owner to a risk of fraud, kidnapping, blackmail, violence or intimidation, or where the beneficial owner is a minor or otherwise incapacitated the concerned entity may request a restriction of access to the REBECO.
Criminal penalties of between EUR 1,250 and EUR 1.250 000 may be imposed:
- On entities concerned or on their representatives (which might include their directors) who do not register the information in the REBECO within the required timeframes, who knowingly provide incorrect or incomplete partial information or who fail to obtain and keep the information at their registered office,
- On self-regulatory bodies or Professionals if they intentionally request access to the information contained in the REBECO outside the scope of their functions.
A Grand-Ducal Regulation is expected to be adopted to provide additional information regarding the conditions and formalities to file and access information.