In the context of the fight against money laundering and terrorist financing, the European Union (EU) adopted on May 20th, 2015, Directive (EU) 2015/849 (known as “4th AML Directive”) and on May 30th, 2018, Directive (EU) 2018/843 (known as “5th AML Directive”) (together, the “Directives“). These Directives provide for a series of measures to prevent the use of the financial system for the purpose of money laundering and terrorist financing, in particular by setting up a centralised register of the beneficial owners of legal entities registered with the Luxembourg Trade and Companies Register (RCS) (the “Register“).
As part of the transposition of these two Directives, Luxembourg adopted on January 13th, 2019, and published in the Journal Officiel on January 15th, 2019, the law (the “Law”) — which comes into force on March 1, 2019 — establishing the Register of beneficial owners of legal entities registered with the RCS (the “Legal Entities”). This Law already includes certain provisions of the 5th AML Directive, while the latter leaves Member States a transposition deadline ending on January 10th, 2020, including the provisions related in particular to the access for consultation to the Register to any person without having to justify any legitimate interest.
Legal Entities will be required to collect adequate, accurate and current information regarding their beneficial owners; such owners are required to cooperate with the Legal Entity in providing such information. Failure to provide, properly file and maintain such information can result in the imposition of significant fines against the beneficial owner and/or the Legal Entity. Subject to certain security restrictions or identified risks, national authorities and the public will be allowed electronic access to the Register.