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AML & Financial Services Regulatory

Luxembourg: Access to the register of beneficial owners

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New procedure for the registered entities to access their own data

In brief

On 22 November 2022, following the judgment of the Court of Justice of the European Union (CJEU), online public access to the Luxembourg register of beneficial owners (RBO) was temporarily suspended.

On 16 December 2022, online access to the RBO was re-established for professionals subject to the amended law of 12 November 2004 on the fight against money laundering and terrorist financing (“Professionals“), such as professionals from the financial and insurance sectors, auditors, real estate agents and developers, persons carrying out a family office activity, notaries and lawyers.

On 1 February 2023, the Luxembourg Business Register (LBR) announced that all entities registered with the Luxembourg trade and companies register that have made an RBO declaration will be receiving a confidential code allowing them to access their own RBO data and order an RBO extract even though they do not qualify as Professionals.

For further information on what these developments mean for your organization, please get in touch with your usual Baker McKenzie contact.

In more detail

Unlimited access to the register of beneficial owners deemed invalid

Following a judgment of the CJEU dated 22 November 2022, the general public’s access to information on beneficial ownership provided for in Article 30 paragraph 5 c) of Directive (EU) 2018/843 of 30 May 2018, amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending Directives 2009/138/EC and 2013/36 EU was deemed invalid.

Accordingly, the Luxembourg Ministry of Justice, in consultation with the LBR, which is responsible for managing the RBO, decided to temporarily suspend public access to the RBO via the internet portal of the LBR.

As a result, the Professionals no longer had access to the RBO.

The Professionals include credit institutions, professionals from the financial and insurance sectors, auditors, real estate agents and developers, persons carrying out a family office activity, notaries and lawyers.

New LBR procedure for the Professionals to access the RBO

The LBR has created a new procedure for the Professionals to access the RBO as further detailed in a communiqué from the LBR and Circular LBR 22/01.

The Professionals (and their designated internal users) are able to view the RBO data and order RBO extracts once they have sent a completed and signed agreement and annex to the LBR, and their “client” account is opened, subject to the following prerequisites:

  1. They must be a Professional.
  2. They must be in possession of a product issued by Luxtrust SA.
  3. They must have signed an agreement with LBR governing access to the RBO consultation and its technical annex.

New LBR procedure for the registered entities to access their own RBO data

The LBR has adopted a new procedure allowing all entities registered with the Luxembourg trade and companies register that have made an RBO declaration to access their own RBO data and order an RBO extract.

As per the process described by the LBR, those entities will be receiving, at their registered office address, a postal letter containing a personal and confidential access code, valid for three years. With that access code, the registered entities will be able to connect to the RBO portal to access the RBO details of their entity and to order an extract of their entity.

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Laurent Fessmann is a Banking & Finance partner specializing in the formation and structuring of Luxembourg investment funds. He is a former managing partner of the Luxembourg office and the current co-chairman of the Baker McKenzie's Global Funds Steering Committee. He started his career in 1996 as in-house counsel in a French CAC40-listed company where he worked intensively on LBO transactions, capital markets and corporate law matters. Mr. Fessmann joined a Luxembourg business law firm where he became a partner prior to founding his own law firm in 2009. He is a highly regarded professional and recognized legal professional in Chambers, Legal 500, IFLR notably. He contributes time and knowledge in several market participant industry associations in particular as co-chairman of the ABBL/ALFI depositary forum working groups, the European Public Real Estate Association, the Luxembourg Private Equity Association and the Association of Global Custodians. He is also a regulator at fund conferences such as ALFI, IBCI and regularly invited to speak on internal or bank seminars.

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Jean-François Findling is a founder and the managing partner of the Firm’s Luxembourg office. Prior to joining Baker McKenzie, he established his own law firm in 2009 and was a partner in a leading Luxembourg firm. Mr. Findling is regularly recommended by Legal 500 for his extensive experience in mergers and acquisitions and private equity.

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Catherine Martougin is a partner in the Funds & Asset Management team of the Baker McKenzie Luxembourg office. She has more than 20 years' experience in business law. Prior to joining the Firm, she practiced in elite international law firms in Paris and Luxembourg.

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Elodie Duchêne is a partner in the M&A and Corporate practice groups of Baker McKenzie's Luxembourg office and has more than 16 years of experience. Prior to joining the Firm in 2015, she worked for an independent law firm in Luxembourg for nine years.

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Jean-Philippe Smeets is a partner in the M&A and Corporate Practice Groups of Baker McKenzie's Luxembourg office and has more than 20 years of experience. Prior to joining the Firm, Jean-Philippe headed the M&A practice of a Luxembourg independent law firm since 2019. He started his career in 2000 in Belgium in renowned network and independent law firms.

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Annie Elfassi is the Partner in charge of the Litigation and Employment departments of Baker McKenzie's Luxembourg office. She has over 19 years of experience. Prior to joining the Firm in 2019, Annie Elfassi was a member of the Litigation and Risk Management practice and headed the Employment department of a leading law firm in Luxembourg.

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Jean-François Trapp is a partner in the Real Estate team of the Baker McKenzie Luxembourg office. He has more than 20 years' experience in Luxembourg law. Prior to joining the Firm, he was a partner in a Luxembourg law firm where he headed the Real Estate department and co-led the Banking & Finance department. In 2007, he co-founded the Luxembourg law firm Roemers Trapp Pautot, a niche firm focusing on the real estate, real assets and infrastructure sectors.

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