What is the RBE and who must be declared as a beneficial owner?
A transparency obligation arising from the AML/CFT framework
The RBE, created by the Law of 13 January 2019, centralises information relating to the beneficial owners of entities registered with the Trade and Companies Register (RCS). Its purpose is to enable the identification of the natural persons who ultimately own or control a company, as part of the fight against money laundering and terrorist financing. Commercial companies (SARL, SA, SARL-S, etc.), as well as many other registered entities, are concerned; in practice, any structure subject to registration with the RCS must assess its RBE obligations.
Who is a “beneficial owner”? The 25% threshold and the concept of control
A beneficial owner is a natural person who owns or controls the entity, directly or indirectly. The most common criterion is ownership of more than 25% of the share capital or voting rights. Indirect ownership is calculated by “looking through” the ownership chain: for example, if Sophie owns 100% of a holding company that itself owns 60% of a Luxembourg SARL, Sophie is the beneficial owner of the SARL (100% × 60% = 60%). Conversely, where ownership is fragmented and no natural person exceeds the threshold or exercises control by other means (shareholders’ agreements, appointment powers, dominant influence), the entity must declare its senior managers (managing director, board member) as beneficial owners by default, where no UBO can be identified on the basis of ownership or control.
Declaration procedure, deadlines and the obligation of continuous updating
Initial declaration: approach, data to be provided and evidence to be retained
The RBE declaration is filed with the registry manager (Luxembourg Business Registers) via the prescribed channels. The information to be declared for each beneficial owner typically includes identity details (surname, first names, date and place of birth, nationality), residence, an identifier (Luxembourg identifier if available, otherwise a foreign one) and, most importantly, the nature and extent of the interests held (percentage ownership, voting rights, or a description of control). A key compliance point: the obligation is not limited to “declaring” the information, but also to obtaining and retaining, at the registered office (or designated location), the information and supporting documents demonstrating that the data are adequate, accurate and up to date.
Deadlines: one month to declare and one month to update
The deadline is strict: the entity must declare and, in the event of a change, update the information within one month. In practice, this is where many SMEs expose themselves to risk: a transfer of shares executed before a notary and published with the RCS does not automatically “feed” the RBE declaration with the required level of detail. A common example: Thomas reduces his holding from 80% to 45% following a transfer; the deed changes the legal situation, but if the RBE update is not filed within one month, the register information becomes “out of date”, with a risk of sanctions, even in the absence of fraudulent intent.
2025: data access and compliance management
Following the 2022 judgment of the Court of Justice of the European Union on public access to beneficial ownership data, Luxembourg adapted its regime to regulate access and strengthen privacy protection, while maintaining the transparency objective for authorities and AML/CFT-obliged entities. For companies, the 2025 challenge is twofold: (1) continuing to declare correctly (substance), and (2) being impeccable in keeping information up to date (process), as inconsistencies are more easily detected through cross-checks (RCS/RBE, etc.).
Sanctions and controls: what really exposes directors in 2025
Criminal sanctions: a very wide range triggered by “simple” failures
The law provides for significant criminal fines in cases of failure to declare, incomplete, inaccurate or outdated declarations, as well as failure to retain information and supporting documents. The risk is often underestimated because the error appears “administrative” (e.g. failure to update after a beneficial owner’s change of address, or following an intragroup reorganisation), but legally the obligation relates to accuracy and currency. Beneficial owners themselves may also be sanctioned if they fail to cooperate and do not provide the information required by the entity to declare correctly.
Strengthened administrative measures since 2025: faster and more visible pressure
The reform of 23 January 2025 strengthens monitoring and compliance tools through a graduated approach: requests for regularisation, incentive mechanisms and, in the event of inertia, more coercive measures. In concrete terms, a company that “lets things slide” may be exposed to reminder procedures and administrative consequences, in addition to criminal risk. This typically affects companies that undergo multiple changes in ownership (fundraisings, entry of investors, holding restructurings) without implementing an RBE reflex for each corporate event.
The 4 pitfalls to avoid (and the right approach for SMEs)
1. Believing that “the notary / the RCS is sufficient”: any change in ownership or control must be analysed from an RBE perspective and updated within one month.
2. Stopping at the arithmetic threshold: a person may be a beneficial owner through control (agreements, appointment powers), even without exceeding 25%.
3. Overlooking indirect ownership: most errors arise from cross-border ownership chains (foreign holding companies, SPVs, etc.).
4. Failing to document: in the event of an audit, the absence of supporting documentation and a documented analysis of beneficial ownership determination is an aggravating factor, even if the declaration “appears plausible”.
Conclusion
In 2025, RBE compliance is no longer a one-off formality: it is a living framework that must reflect the actual ownership and effective control of your company. The right approach is to integrate an RBE review into your legal routine (incorporation, transfers, fundraisings, change of management, intragroup reorganisations) and to systematically document the analysis leading to the identification of beneficial owners. This protects directors, reduces the risk of sanctions and facilitates relationships with banks and partners subject to AML/CFT due diligence.
