This reform is a direct response to the decision of the Court of Justice of the European Union which invalidated unrestricted public access to beneficial ownership information, on the grounds that such access violated privacy rights. Under the new framework, access to the RBE is now limited to national authorities, professionals subject to anti-money laundering and counter-terrorism financing (AML/CTF) obligations, and those with a proven legitimate interest, such as journalists and non-profit organisations.

Additionally, the reform introduces administrative sanctions to ensure the reliability of the information registered in the RCS and RBE and streamlines declaration processes.

The Luxembourg Parliament has enacted a law amending the law of December 19, 2002 on the trade and companies register (RCS) and the law of January 13, 2019 on the register of beneficial owners (RBE) (the Law). This reform follows the decision by the Court of Justice of the European Union (CJEU), in its Luxembourg Business Registers judgment of November 22, 2022, that held that the provision of the Fifth Anti-MoneyLaundering Directive that introduced unrestricted public access to information on the beneficial owners of companies established in EU Member States is invalid. The CJUE found that this provision violated the privacy rights of the beneficial owners listed in these registers, necessitating a revision of the conditions of access to the RBE in Luxembourg. According to the Law, the RBE shall now be accessible to national authorities, professionals subject to AML/CTF obligations, and persons who demonstrate a legitimate interest in the fight against money laundering and terrorist financing (ML/TF) (professional journalists, associations, foundations, etc.).

The Law also grants the manager of the RCS and RBE (the LBR) the means to compel registered entities to comply with their legal obligations to file/declare and to update the information in these registers.

Finally, the Law simplifies the procedures for declarants at the RCS and RBE.

Below, you will find an overview of the main amendments brought about by the Law, whose entry into force is planned for the first day of the first month after its publication in the Luxembourg Official Gazette, with publication expected in the next few weeks.

1. Revised access to RBE data post CJEU decision

1.1. Access reserved for actors in the fight against ML/TF and for persons demonstrating a legitimate inter

The Law restricts access to the RBE to persons who “contribute” to the fight against ML/TF, or who can demonstrate a legitimate interest (Authorised Persons). These are the following persons:

• national authorities, in the exercise of their missions (National Authorities);
• professionals subject to AML/CTF obligations, as part of their AML/CTF due diligence measures towards their clients, including entities with which their clients may transact and who wish to prevent any link between such a transaction and ML/TF or a predicate offence (Professionals);
• national self-regulatory bodies, as part of their supervisory mission in the fight against ML/TF (SelfRegulatory Bodies);
• persons who demonstrate a legitimate interest in the fight against ML/TF (Persons Justifying a Legitimate Interest); and
• State services and public administrations as well as public institutions for which such access is provided by law (State Services and Public Administrations).

For Persons Justifying a Legitimate Interest, the Law provides an illustrative list, including:

• professional journalists established in Luxembourg or in one or more other EU Member State(s) (Professional Journalists);
• organisations, associations and foundations established in an EU Member State, provided they pursue a non-profit goal whose purpose is the prevention and fight against ML/TF (Organisations and Associations);
• persons who wish to know the identity of the beneficial owners of a company or an entity because they are likely to transact with them and want to avoid any link between such transactions and ML/TF (Counterparties); and
• national authorities and administrations involved in the fight against ML/TF to the extent that they would not already have access to this information as such (National Authorities and Administrations).

The list is not exhaustive; other persons may also have access to the RBE provided they demonstrate a legitimate interest in the fight against ML/TF (Other Persons Justifying a Legitimate Interest).

1.2. The content and scope of accessible information varies according to the category of authorised person

The table below outlines the authentication and traceability rules for accessing beneficial owner information, detailing the categories of authorised persons, the entities they can search, the information they can access, and the notification requirements towards the registered entity or beneficial owner.