The RBE in Luxembourg: who is a beneficial owner and how to file

The RBE at a glance

The RCS tells you what a company is. The RBE tells you who really owns it.

The RBE is the database that holds information on the beneficial owners of the entities covered by the law of 13 January 2019. According to Luxembourg Business Registers, it is managed by the LBR under the authority of the Minister of Justice and supports the transparency of legal entities. Its purpose: to know which natural persons sit at the end of the ownership chain, including behind one or more intermediate companies.

The RBE comes after the RCS: an entity must first be registered with the Trade and Companies Register. For the register itself, see our article The RCS in Luxembourg: what is it for?. Here we focus on the question the RCS does not answer: who owns the company, at the very end of the chain.

Who must declare beneficial owners?

The rule is easy to remember: according to the LBR, the entities that must record their beneficial owners in the RBE are those registered with the RCS, with the sole exception of natural-person traders. Guichet.lu lists in particular:

• commercial companies such as the SARL, the SARL-S or the SA;
• economic interest groupings (GIE) and European economic interest groupings;
• Luxembourg branches of foreign companies, civil companies, non-profit associations, foundations and other entities provided for by law.

A sole trader registered with the RCS in their own name therefore has no RBE filing to make. As soon as the business becomes a company, for example an SARL or SARL-S, the company must declare its beneficial owners once it is registered.

Who is a beneficial owner? The 25% benchmark

The definition always targets a natural person, never a company.

According to the LBR FAQ, any natural person who ultimately owns or controls the entity must be recorded in the RBE. The LBR describes a two-step exercise that the entity carries out itself:

1. 1
   Ownership of the share capital: a purely mathematical test. A natural person holding more than 25% of the capital is presumed to be the beneficial owner. The LBR specifies that the holding must be strictly above 25%.
2. 2
   Control: who can actually steer the entity? A natural-person shareholder holding less than 25% of the capital but with a casting vote is a beneficial owner and must be recorded.
3. 3
   The fallback: if, despite the search, no beneficial owner can be identified, the senior managing official is considered the beneficial owner.

The example of Nina, Tom and Eva

Fictitious example, for illustration only.

Kiem SARL has three partners, all natural persons. Here is how the capital benchmark applies:

Eva is not presumed to be a beneficial owner through her share of the capital. She would be one, however, if she controlled the company by other means, such as a casting vote. That is why the analysis never stops at the cap table alone: the articles of association and voting rights matter too.

How and when to file with the RBE

Filing is done online on the LBR website by the entity, a notary or an authorised representative. According to the LBR help pages, the user must sign in with a LuxTrust certificate, the GouvID app or an eIDAS certificate, then confirm on their honour that they are duly authorised. The form asks in particular for:

• surname and first name(s), nationality or nationalities, date and place of birth;
• country of residence and a precise private or business address;
• the Luxembourg national identification number or, failing that, a foreign identification number with a supporting document;
• the nature and extent of the beneficial interests held.

Registration and any change must be requested within one month of the date on which the entity became aware, or should have become aware, of the event that makes it necessary: a transfer of shares, a capital increase that changes the percentages, a new senior manager… According to Guichet.lu, the LBR sends an acknowledgement within 3 working days; a non-compliant application must be corrected within 15 days.

Who can still consult the RBE?

The RBE opened to the public on 1 September 2019. According to the LBR, public access was suspended on 22 November 2022, the same day as a ruling of the Court of Justice of the European Union (joined cases C-37/20 and C-601/20) that invalidated the requirement to make this information accessible to any member of the general public.

Since then, only certain parties can consult the register: national authorities, professionals subject to the anti-money laundering law (after signing an agreement with the LBR or making a one-off access request) and, since the law of 23 January 2025, persons who demonstrate a legitimate interest in combating money laundering, such as professional journalists. The entity itself can consult its own data using an access code sent to its registered office.

A simple routine for an SARL

1. 1
   At incorporation: once the company is registered with the RCS, identify the beneficial owners (capital first, then control) and file them.
2. 2
   Whenever partners or shareholdings change: check whether someone crosses the more-than-25% threshold, or falls below it, and update the RBE within the month.
3. 3
   Once a year, at year-end: compare the RBE filing with the register of partners to make sure it is still accurate.

Register obligations come on top of the company’s day-to-day work: invoices, VAT and bookkeeping. Zuelen brings together for companies bank transactions, invoices, VAT and the PCN chart of accounts in one workspace per company, with role-based access for every member.

This article is general information and does not constitute legal advice. For your situation, check the official sources or consult a professional.