Luxembourg M&A: Structuring Beyond Execution - Paperjam

On 18 December 2025 the Council formally adopted an amendment to Regulation (EU) 2023/1115 on deforestation-free products (the EUDR).

The Luxembourg Business Registers has issued new guidance requiring entities held by fiducies, trusts, or foundations to look through these structures when determining beneficial ownership for registration purposes. This circular introduces significant changes to how beneficial owners must be identified and reported, aligning Luxembourg's approach with upcoming EU regulations and potentially requiring many entities to review and amend their existing registrations.

Luxembourg has strengthened its enforcement framework for the Register of Beneficial Owners and Trade and Companies Register, granting the Luxembourg Business Registers new administrative powers to monitor compliance and impose sanctions. Starting September 2026, entities with incomplete or inaccurate filings may face progressive penalties including daily fines, administrative deregistration, and potential dissolution.

Luxembourg's Business Registers will begin enforcing compliance sanctions from September 2026, introducing a graduated penalty system for entities with incomplete or inaccurate RCS and RBE filings. The framework progresses from public warnings to daily fines of EUR 40 and potential deletion from the registers, with entities able to regularise their position at any stage to avoid escalating consequences.

In a decision dated 25 March 2026 (45846a), the Luxembourg Administrative Tribunal (Tribunal administratif - the "Court") confirmed that the repayment of a share premium to shareholders, without a concurring reduction of share capital, is subject to a potential 15% withholding tax.

Luxembourg's business registers have entered an enforcement phase targeting companies that have failed to comply with RCS (Registre de Commerce et des Sociétés) and RBE (Registre des Bénéficiaires Effectifs) requirements. Non-compliant entities now face potential penalties and administrative actions as authorities intensify their regulatory oversight. Understanding these enforcement measures and compliance obligations is critical for businesses operating in Luxembourg's jurisdiction.

On 5 January 2023, the Corporate Sustainability Reporting Directive (CSRD) entered into force. The purpose of the CSRD is to extend the scope of application of non-financial reporting.

In the Brasserie Nationale and Munhowen judgment of 2 July 2025,(1) the General Court of the EU confirms that mergers below EU thresholds...

Vous trouverez ci-dessous une version à jour de la loi du 10 août 1915 concernant les sociétés commerciales dans sa version en vigueur au 24 décembre 2021.

Luxembourg's Business Register has clarified how beneficial ownership rules apply when companies are held through trusts or foundations, requiring entities to register the underlying trust or foundation's beneficial owners rather than applying the standard corporate ownership test. This interpretation, issued without a transitional period, means affected entities must immediately review their beneficial ownership filings to ensure compliance with the Register's position.