New Luxembourg RCS submission rules applicable as of 31 March 2022

The Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés - RCS) published on 18 January 2022 official guidelines with respect to the new administrative formalities which need to be complied with from 31 March 2022 onwards when documents are being filed with the RCS (the "RCS Submission Guidelines"). You can access the RCS Submission Guidelines using the following link (only available in French).

The following overview is intended to be a high-level summary with respect to the new natural persons registration requirement which will be mandatory in the context of RCS filings.

What major changes will be implemented by the application of the RCS Submission Guidelines?

As of 31 March 2022 every individual already registered or to be registered with the RCS will be required to provide a Luxembourg national identification number (the “LIN”) on the RCS portal.

The obligation will apply to both Luxembourg resident and non-resident individuals (natural persons), irrespective of their capacity (director, manager, shareholder, auditor, etc.) within the relevant entity having been registered or being registered with the RCS. The requirement will apply both to individuals already registered with the RCS before 31 March 2022 as well as to individuals who still need to be registered after 31 March 2022. Consequently, the LIN will become mandatory information to be provided when doing filings with the RCS after 31 March 2022.

While the provision of the Luxembourg national identification number has already been required for the purpose of effecting filings with the Luxembourg Register of Beneficial Owners for some time, the requirement to also use such an identification number in the context of filing documents with the RCS has so far been limited to those natural persons already having such number.

Given that the LIN is personal data it will only be registered with the RCS but will not be communicated to any third parties. Therefore, once registered, the LIN will only appear on pre-filled requisition forms or be available on the RCS portal in the context of specific filings.

Who will need to be registered and how?

The new system will be applicable to individuals in their capacity as director, manager, shareholder, auditor, etc. (i.e. in any capacity whatsoever):

• in the context of filings for already RCS registered Luxembourg incorporated entities in case such individuals have not yet provided the RCS with their LIN; and
• in the context of the registration of newly incorporated Luxembourg entities and any subsequent RCS filings.

However, whenever documents reflecting a corporate change which does not directly relate to any of the aforementioned individuals such as the change of an entity's registered address are being submitted to the RCS, it will not be mandatory as from 31 March 2022 to provide the RCS with the LIN (but it can be done on a voluntary basis) as the RCS Submission Guidelines provide that a specific transitory period the duration and modalities of which will still be announced by the RCS will be put in place.

Consequently, individuals who do not yet possess an LIN will need to submit to the RCS information on their names, places and dates of birth, nationality, gender and private address for the purpose of creating the LIN. The information on the applicant's gender, nationality and private address will be registered with the Luxembourg National Register of Natural Persons and will be communicated to the RCS only in order to create the LIN.

Where must the registration be carried out?

The RCS Submission Guidelines also specify that a particular function will be made available on the website of the RCS which will be called "Mise à jour de l'identifiant national luxembourgeois des personnes physiques inscrites au RCS" which will allow the communication of an already existing LIN as well as enable users to request the creation of an LIN.

Furthermore, the RCS Submission Guidelines state that during the above-mentioned transitory period there should not be much impact on the submission process if an individual has not yet updated its missing LIN (as specified in item 1.5 of the RCS Submission Guidelines).

What happens after the transitory period if there is a LIN missing?

However, once this transitory period has ended and in case there are still any LINs missing with respect to individuals required to provide the LIN, the submission of the documents will be blocked and can only resume once all missing LINs have been submitted. This could, for example, block the registration of a new company with the RCS or result in a notary refusing to incorporate a company if there are LINs missing.

It is therefore important that market participants follow any upcoming RCS announcements with regards to the transitory period and that all concerned individuals apply for their LIN to be issued as soon as possible once the relevant device on the RCS website has been implemented.

Should you have any questions in the context of the above please feel free to contact our team of dedicated Ashurst lawyers.