{"id":50936,"date":"2025-08-07T08:23:34","date_gmt":"2025-08-07T08:23:34","guid":{"rendered":"https:\/\/my.legal500.com\/developments\/?post_type=legal_developments&p=50936"},"modified":"2025-08-07T08:23:40","modified_gmt":"2025-08-07T08:23:40","slug":"luxembourg-rcs-i-filing-formalism-substantial-changes-and-a-new-filing-framework-to-be-implemented-as-of-12-november-2024","status":"publish","type":"legal_developments","link":"https:\/\/my.legal500.com\/developments\/thought-leadership\/luxembourg-rcs-i-filing-formalism-substantial-changes-and-a-new-filing-framework-to-be-implemented-as-of-12-november-2024\/","title":{"rendered":"Luxembourg RCS I Filing formalism: substantial changes and a new filing framework to be implemented as of 12 November 2024"},"content":{"rendered":"

Nov 04, 2024 – <\/strong>Filings with the Luxembourg Trade and Companies Register (\u201cRCS<\/strong>\u201d) must observe new substantial requirements and formalities as of 12 November 2024 (the \u201cImplementation Date<\/strong>\u201d).<\/p>\n

Change of format of the RCS filing forms from offline PDF to online HTML<\/strong><\/p>\n

In order to address the\u00a0practical issues<\/strong>\u00a0associated with the\u00a0PDF format<\/strong>\u00a0of the\u00a0RCS filing forms<\/strong>\u00a0that are well known by the users of the Luxembourg business registers portal, and\u00a0 implement a\u00a0more user-friendly interface<\/strong>\u00a0for such filings, the format of the RCS filing forms will change, as of the Implementation Date,\u00a0from<\/u>\u00a0PDF forms<\/strong>\u00a0that needed to be downloaded, filled out offline, and re-uploaded to the RCS portal,\u00a0to<\/u>\u00a0HTML forms<\/strong>\u00a0that will need to be directly filled out\u00a0online\u00a0<\/strong>via the RCS portal.<\/p>\n

The RCS administrator already indicated in this respect that, as of the Implementation Date, any new filing request initiated via a new online HTML filing form will need to be filled out by the applicant\u00a0only<\/strong>, i.e., the latter will\u00a0no longer<\/strong>\u00a0be able to\u00a0forward the request to a third party for data entry purposes<\/strong>\u00a0(as opposed to the offline PDF forms previously used that could be passed along to third parties for such purposes<\/em>).<\/p>\n

A new requirement for the natural persons registered with the RCS: the registration of a LNIN<\/strong><\/p>\n

Taking the opportunity of the change of format of the RCS filing forms from offline PDF forms to online HTLM forms, the authorities also decided that the persons and entities registered with the RCS will now have to communicate, as of the Implementation Date, the\u00a0Luxembourg national identification number\u00a0<\/strong>(the \u201cNIN<\/strong>\u201d, a.k.a.\u00a0matricule number\u00a0<\/em>or\u00a0CNS number<\/em>, as provided for by the amended law of 19 June 2013 relating to the identification of natural persons)\u00a0<\/strong>for\u00a0any natural person registered with the RCS<\/strong>\u00a0that are related to such persons and entities.<\/p>\n

Who is concerned?<\/strong><\/p>\n

Essentially all\u00a0natural persons registered within the file of an entity registered with the RCS<\/strong>\u00a0are concerned, in\u00a0any capacity whatsoever<\/strong>\u00a0(e.g., as a partner, agent, auditor, etc\u2026<\/em>) and\u00a0whether<\/strong>\u00a0such natural persons are\u00a0new natural persons<\/strong>\u00a0to be registered or\u00a0natural persons already registered<\/strong>\u00a0in the file of the entity concerned.<\/p>\n

NIN will need to be requested and filled out when a\u00a0natural person registers themself<\/strong>\u00a0with the RCS, or\u00a0\u00a0filing a modification with the RCS<\/strong>\u00a0(it will be\u00a0mandatory<\/strong>\u00a0when filing a modification for a change on natural persons and, during a\u00a0transitional period only<\/strong>,\u00a0optional<\/strong>\u00a0when filing a modification not aiming at a change on natural persons).<\/p>\n

A couple of exceptions will however exist where the\u00a0NIN shall not be communicated<\/strong>, especially (i.<\/strong>) in case of a\u00a0judicial representative<\/strong>\u00a0appointed in the framework of\u00a0a procedure registered with the RCS<\/strong>\u00a0or when the natural person is an\u00a0agent<\/strong>\u00a0of a\u00a0foreign entity\u2019s branch<\/strong>\u00a0opened in the Grand Duchy of Luxembourg).<\/p>\n

Quid<\/em><\/strong>\u00a0for the persons who do not already hold a NIN?<\/strong><\/p>\n

Although all the persons living and \/ or working in the Grand Duchy of Luxembourg have been granted a NIN, a number of natural persons registered with the RCS (especially foreign natural persons<\/em>) do not.<\/p>\n

In such a case, the creation of a NIN will have to be requested as part of the filing to be carried out with the RCS and the following information will need to be filled out in the requisition \u2013\u00a0HTML!\u00a0<\/em>\u2013 form:<\/p>\n

    \n
  1. Last Name;<\/li>\n
  2. First Name(s) (as indicated in the supporting documentation<\/em>);<\/li>\n
  3. Date, Place and Country of Birth;<\/li>\n
  4. Gender (male, female or unknown<\/em>);<\/li>\n
  5. Nationality; and<\/li>\n
  6. Private home address (number, street, postal code, locality, country<\/em>).<\/li>\n<\/ol>\n

    It shall be noted that the authorities already confirmed that the information relating to the\u00a0gender<\/strong>,\u00a0nationality<\/strong>, and\u00a0private domicile<\/strong>\u00a0will\u00a0not be registered with or disclosed by the RCS<\/strong>\u00a0but rather sent over to the State Center of Information Technologies (Centre des technologies de l\u2019information de l\u2019Etat<\/em>) in order to be registered in the National Register of Natural Persons.<\/p>\n

    Likewise, the\u00a0NIN will not be publicly disclosed<\/strong>.<\/p>\n

    Last but not least, it is also important to note that\u00a0supporting documentation must also be attached as proof<\/strong>\u00a0in order to:<\/p>\n

      \n
    1. prove the identity of the person\u00a0<\/strong>– i.e., by providing a copy of a national identity card or passport, and<\/li>\n
    2. prove the address of the private residence\u00a0<\/strong>– i.e., by providing\u00a0official certificates<\/strong>\u00a0of residency issued by a municipality, a\u00a0declaration of honor<\/strong>\u00a0from the person concerned\u00a0stamped or countersigned<\/strong>\u00a0by the regional authority responsible for confirming residential addresses such as an embassy, notary or police station, or, if none of these documents can be produced, a water, electricity, gas, telephone or internet access\u00a0bill<\/strong>.<\/li>\n<\/ol>\n

      This seems to be a\u00a0strict list of supporting documents<\/strong>\u00a0and the authorities already confirmed that a number of other documents will\u00a0not be accepted<\/strong>\u00a0such as criminal records, lease contract, tax statement\u2026 which we sometimes see in practice in the framework of certain AML \/ KYC situations.<\/p>\n

      Changes that enable a control of the Luxembourg addresses<\/strong><\/p>\n

      In addition to the above, another substantial change relates to the Luxembourg addresses of the\u00a0registered offices<\/strong>\u00a0of the entities registered with the RCS, and\u00a0persons and entities registered in a file and who are resident\u00a0<\/strong>in the Grand Duchy of Luxembourg, which will be\u00a0automatically<\/strong>\u00a0checked and<\/strong>\u00a0controlled<\/strong>\u00a0by the Luxembourg authorities.<\/p>\n

      Essentially, such a control will consist in the Luxembourg authorities\u00a0checking the consistency of the Luxembourg addresses\u00a0<\/strong>filed with the RCS, that will, from the Implementation Date on, need to comply with and match the information contained in the\u00a0National Register of Towns and Streets<\/strong>\u00a0(Registre national des localit\u00e9s et des rues<\/em>) available at \u201chttps:\/\/www.services-publics.lu\/caclr\/building_listing_form.action<\/a>\u201d.<\/p>\n

      Any Luxembourg address indicated in an RCS filing form will be\u00a0automatically checked<\/strong>\u00a0for consistency and, in the event of inconsistency, an error message will be displayed and the applicant will need to correct such address.<\/p>\n

      https:\/\/www.lbr.lu\/mjrcs\/jsp\/webapp\/static\/mjrcs\/en\/mjrcs\/pdf\/FAQ_Natio\u2026<\/a><\/p>\n

      Author: Linda Harroch, Partner<\/p>\n","protected":false},"featured_media":0,"template":"","class_list":["post-50936","legal_developments","type-legal_developments","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments\/50936","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/legal_developments"}],"about":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/types\/legal_developments"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/developments\/wp-json\/wp\/v2\/media?parent=50936"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}