Writer Bonnard Lawson
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The Luxembourg Government released on 6 December 2017, the widely awaited draft bill n°7217 (the “Draft Bill”) providing for a register of ultimate beneficial owners (the “UBO”) and implementing article 30 of directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 (hereinafter referred to as the “Register”).

The Register will be managed by Luxembourg Trade and Companies Register (“RCSL”) through a separate database under the authority of the Ministry of Justice and a special commission created to handles relating cases.

The salient points of the Draft Bill are as follows:

Scope Required Information Access Breach
Includes

– All Luxembourg commercial

companies and entities with legal personality registered with the RCSL (the ”Entities”)

Excludes

– listed companies and branches of foreign companies in Luxembourg
  • Name(s) ,first name(s);
  • Nationality;
  • Date and place of birth;
  • Country of residence;
  • Complete private or professional address;
  • Luxembourg or foreign identification number;
  • Nature and extent of the interest held.

The Required Information must be kept by the Entities 5 years after their dissolution at a place of their choosing.

 

 Unrestricted access refers to

  • national authorities such as the Luxembourg financial regulator, the CSSF, the Luxembourg insurance regulator, the CAA, the law enforcement authorities, the tax administrations and some Luxembourg ministries.

Unconditional Restricted Access refers to

  • Luxembourg self- regulatory organizations (professional bodies such as the Bar order, the chamber of notaries, the institute of auditors, the Institute of Chartered Accounts and the Chamber of Bailiffs and professionals involved in the fight against money laundering.
  • They will have access to all information except the address and the identification number of the BOs 

Conditional Restricted Access refers to

  • Individuals or organizations resident in Luxembourg which demonstrate a legitimate interest. They will have access to all information except, date and place of birth, the address and the identification number of the BOs. These requests will be examined by the special commission of the Ministry of Justice. The ruling of that commission may appealed by the relevant Entities.

Exemptions may apply

  • in exceptional cases where there is life- threatening risk to the UBOs and for minor or incapacitated individuals.
 The Entities or their authorized representatives face a fine ranging from EUR 1,250 to EUR 1,25 million for

  • the failure to file the required information to the Register;
  • the disclosure of inaccurate, incomplete or outdated information on the UBO;
  • the failure to obtain and safekeep at their registered office the required information on the BOs
  • self-regulatory bodies or

professionals who knowingly request access to the Register outside the scope of their due diligence obligations

 

 

It is noteworthy that the Draft Bill in its current wording ensures a reasonable and multilayered protection to UBOs ensuring their privacy on the one hand and complying with the transparency requirements set forth by the directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015. As a result the competitive edge of Luxembourg in the wealth management and asset protection industry is maintained compared to other jurisdictions such as the Netherlands or the United Kingdom, where access is unrestricted.

Please do not hesitate to contact us should you have any queries.

Sonia Bellamine

Partner – Attorney-at-law

Tel : +352.26.44.18.33 Email : sb@ilf.lu

DISCLAIMER : The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.