In brief
From 12 November 2024, the Luxembourg Business Registers (LBR) will introduce several changes to the filing procedures with the Luxembourg trade and companies register (RCS). These updates were initially announced on 1 October 2021, but their implementation date was postponed.
They have now been reintroduced in a public notice and an explanatory brochure published on the LBR's website on 6 September 2024.
This alert will provide an overview of these upcoming changes, which consist of (i) replacing traditional PDF requisition forms with the RCS with online forms in HTML format, (ii) requiring any natural person residing in Luxembourg or abroad that is registered or due to be registered with the RCS to provide their Luxembourg national identification number (LNIN) and (iii) implementing an automated consistency check for Luxembourg addresses.
For further information and to discuss how we can help you, please get in touch with your usual Baker McKenzie contact.
Key takeaways
- As part of the LBR's digitalization process, traditional PDF requisition forms with the RCS will be replaced with online forms in HTML format as of 12 November 2024.
- As of 12 November 2024, all natural persons that are registered or to be registered in the RCS in connection with the file of any legal entity registered in the RCS (i.e., manager, director, shareholder, partner, auditor, authorized representative, etc.) must provide their LNIN to the RCS. This can be done either through the required filing process by completing the form field dedicated to the LNIN or on a voluntary basis by updating their registered information on the RCS online portal. This requirement derives from Article 12bis of the Luxembourg law dated 19 December 2002 on the RCS and on bookkeeping and annual accounts of companies, as amended ("RCS Law").
- In either of the following exceptional cases, the LNIN will not have to be provided:
- The natural person is a court-appointed agent, designated within the framework of a legal procedure registered with the RCS.
- The natural person is an agent of a foreign-law-governed company that has opened a branch in Luxembourg.
- For any natural person engaged in a paid professional activity in Luxembourg, the LNIN is their Luxembourg social security number.
- Natural persons who already have an LNIN need to provide it in a specific field during the relevant filing process, in addition to the other customary identification information. No supporting documents need to be provided.
- Natural persons residing either in Luxembourg or abroad who do not have an LNIN must lodge a request to obtain an LNIN with the RCS (a) on a stand-alone basis or (b) as part of a filing process (first registration or filing of a change related to the natural persons themselves or the legal entity to which they are linked). The request may be made either by the natural persons themselves or by the person in charge of the filing process relating to the legal entities to which these natural persons are linked, free of charge for now. To obtain an LNIN, the following information and supporting documents must be provided regarding the natural person registered or to be registered with the RCS:
- Their last name, first name(s), date, place and country of birth, gender, nationality and full private address.
- A copy of their valid passport or ID.
- An accepted document evidencing their private address dated within the last six months.
- A free translation into French, German, Luxembourgish or English of the two documents above if they are in another language.
- Information related to the gender, nationality and private address is not registered with the RCS, but with the National Register of Natural Persons.
- It will be possible to register or request the creation of a national identification number when filing for registration with the RCS, when filing for an amendment to the RCS, when filing for an amendment that does not involve a change to natural persons, and through a special service.
- The LNIN assigned by the RCS is not public. Only the natural person for whom the number has been created will receive it by mail at the private address they provided. However, the applicant who requested the creation of such a number with the RCS may also receive it if the natural person concerned has expressly authorized them to do so.
- For natural persons not residing in Luxembourg, the LNIN is created in the National Register of Natural Persons for the sole purpose of complying with these new RCS filing requirements. It will not create any obligations for the holder.
- Any address in Luxembourg that has been provided (the head office and address of persons and entities included in a file) must correspond to the ones contained in the National Register of Localities and Streets, in accordance with Article 12ter of the RCS Law. The RCS will carry out a systematic check.
- At the end of the transitional period, which is yet to be communicated by the RCS, the failure to provide any required LNIN will prevent any filing process from being completed.
How to prepare
All legal entities registered with the RCS must now anticipate the mandatory submission of the LNINs of all natural persons involved to their file in the following ways:
- Establish a list of persons already registered in the RCS due to their shareholding or mandate relationship with the entity.
- Collect the LNINs from those who have one.
- Obtain the required authorizations to apply for an LNIN on behalf of those who do not already have one, and collect the necessary information and documents to obtain an LNIN.
