Luxembourg Bill Of Law 7961

Regulation Name: Bill of Law 7961
With Effect From: 01 February 2025
Region: Luxembourg
Agency: Parliament of Luxembourg

Luxembourg Strengthens RCS & RBO Rules with New Law

On 23 January 2025, Luxembourg adopted Bill of Law 7961 (the New Law), introducing significant amendments to the law of 19 December 2002 on the Trade and Companies Register (RCS) and the law of 13 January 2019 on the Register of Beneficial Owners (RBO). Published on 27 January 2025 and effective from 1 February 2025, the New Law enhances compliance requirements, improves data accuracy, and aligns with the European Court of Justice (ECJ) Judgement of 22 November 2022 (Joined Cases C-37/20 and C-601/20).

Key Updates Under the New Law

1. Restricted Public Access to RBO

In compliance with the ECJ ruling, public access to the RBO is now limited. Only competent authorities, professionals subject to anti-money laundering (AML) regulations, and entities demonstrating a legitimate interest can access RBO data. This change enhances privacy while maintaining necessary transparency for regulatory purposes.

2.Automated Data Updates for Registers

To ensure data accuracy and reduce administrative burdens, the administrators of the Registers will now automatically update records using information from other national databases. This eliminates the need for entities to manually intervene in every minor update, ensuring smoother and more efficient data management.

3. Stronger Compliance and Enforcement Measures

The New Law reinforces compliance by making it mandatory for professionals to consult the RBO and report any discrepancies, missing data, or registration failures. The administrators now have greater authority to impose penalties, ranging from warnings and administrative fines to referrals to the public prosecutor in severe cases. Entities failing to comply may also face increased administrative costs once a case is settled.

4. Expanded RCS Scope to Include RAIFs

The scope of the RCS law has been extended to include certain Reserved Alternative Investment Funds (RAIFs). RAIFs that are not commercial companies, special limited partnerships, or common funds must now register with the RCS, providing essential details such as the fund’s name, date of establishment, registered office address, and contact details of the alternative investment fund manager.

Effectiveness and Transitional Period

While the New Law officially came into effect on 1 February 2025, a six-month transitional period has been granted to allow Luxembourg entities to comply with the new requirements. During this period, entities must update their records and ensure adherence to the new regulations.

To assist in the transition, the RCS and RBO administrators are offering guidance and support to help entities update their information and navigate compliance requirements. Despite this grace period, entities are encouraged to review their compliance status as soon as possible to avoid last-minute adjustments and potential penalties.

Conclusion

The New Law marks a significant step in enhancing compliance, improving data transparency, and strengthening regulatory enforcement in Luxembourg’s corporate framework. By limiting public access to RBO, automating register updates, reinforcing compliance obligations, and expanding the RCS scope, Luxembourg aims to balance transparency with data privacy while ensuring businesses operate within a well-regulated framework. Organizations should take proactive steps to align with these changes before the transitional period ends.

Read the full law here.

Read about the product: Transact Comply

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