On 26 February 2025, the European Commission adopted the Omnibus Simplification Package, aimed at reducing regulatory burdens related to sustainability reporting for European companies. This initiative amends several key directives, including the Corporate Sustainability Reporting Directive, the Corporate Sustainability Due Diligence Directive and the EU Taxonomy Regulation.
These proposals aim to streamline reporting obligations, enhance competitiveness and adjust the scope and timelines of existing regulations.

On 27 January 2025, the law deriving from draft Bill No. 7961 (“Law”) introducing significant changes to the laws governing the Register of Beneficial Owners (Registre des Bénéficiaires Effectifs (RBE)) and the Trade and Companies Register (Registre de Commerce et des Sociétés) was published in the Luxembourg official journal.
These changes align with the ruling of the Court of Justice of the European Union of 22 November 2022, aiming to balance transparency for anti-money laundering and countering the financing of terrorism purposes with enhanced privacy protections.

On 14 May 2024, the European Securities and Markets Authority (ESMA) published guidelines on fund names using environmental, social and governance (ESG) or sustainability-related terms. The main purpose of these guidelines is to enhance investor protection with regard to funds named in ways suggesting an investment focus in companies that meet certain sustainability standards. Against this backdrop and after the public consultation launched on 18 November 2022, ESMA clarifies what investors may expect in terms of policies, practices and characteristics of funds consistent with sustainability standards, as also the circumstances where a fund name with ESG or sustainability-related terms is indicative of unfair, unclear or misleading practices.

On 26 March 2024, Directive (EU) 2024/927 amending the Alternative Investment Fund Managers Directive and the Undertaking for Collective Investment in Transferable Securities Directive relating to delegation arrangements, liquidity risk management, supervisory reporting, provision of depositary and custody services and loan origination by alternative investment funds (AIFMD II or “Directive”) was published in the Official Journal of the European Union.
AIFMD II will enter into force on 15 April 2024.

On 7 February 2024, the European Parliament voted on the proposed Directive amending the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFMD) and the UCITS Directive (2009/65/EC) relating to delegation arrangements, liquidity risk management, supervisory reporting, provision of depositary and custody services, and loan origination by alternative investment funds.

The text of the directive will now be voted by the European Council. Once fully voted upon, the directive will enter into force on the 20th day of its publication in the Official Journal of the European Union.

EU member states will have two years from the directive’s entry into force to transpose it within their national law.

The regulatory reform of European long-term investment funds enters into force on 10 January 2024, following its approval by the European Parliament and the Council in February 2023.
Regulation (EU) 2023/606 aims at revitalizing a vehicle that was put in place back in 2015 but which, in the words of the Regulation itself, “did not scale up as expected.”
With this in mind, the new regime tackles the shortfalls identified both on the managers’ side- as they will now find themselves dealing with a much more flexible product in items such as eligible assets, borrowing, or concentration and diversification rules – as well as on the side of the investors, notably retail investors, whose access to this investment product now becomes simpler.

On 24 March 2023, the Commission de Surveillance du Secteur Financier issued a press release requesting certain alternative investment fund managers, management companies of undertakings for collective investments in transferable securities and institutions for occupational retirement provision to participate in the data collection exercise relating to pre-contractual product disclosure information under Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector as amended and Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment as amended.

On 15 February 2023, the European Parliament adopted the regulatory reform of the European long-term investments funds (ELTIFs) regulation to make these ELTIFs more attractive to asset managers and retail investors by facilitating their investments in the real economy and encouraging private capital flows toward more environmentally sustainable investments.
Since coming into force in 2015, the existing ELTIF regulation has offered long-term investment opportunities for professional and retail investors across Europe.
However, due to significant constraints on the distribution process and stringent rules on portfolio composition, only a limited number of ELTIFs have been launched to date.

European Union, 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 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.

Following the judgment of the Court of Justice of the European Union of 22 November 2022, access to the Luxembourg register of beneficial owners website via the internet has been temporarily suspended. This judgment, taken on a preliminary ruling from the Luxembourg District Court in a dispute between the beneficial owners of an entity registered in Luxembourg and the Luxembourg Business Register, underlines that access without distinction of user quality, although imposed by the text of Directive (EU) 2018/843 of the European Parliament and of the Council 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 transposed into Luxembourg law, is contrary, in particular, to Articles 7 and 8 of the Charter of Fundamental Rights of the European Union.