Further to the article published in our Newsletter of October 2021 (Luxembourg Business Register (LBR) – New RCS Filing Formalities), the RCS has now provided clarifications regarding the new filing rules that will apply from 31 March 2022.
Luxembourg national identification numbers
All physical persons (whether they be Luxembourg nationals or foreigners) registered or to be registered with the RCS in respect of different functions for Luxembourg companies (as shareholder, director, statutory auditor etc) will need to have a Luxembourg national identification number (“LNIDN”).
In case such persons are not yet in possession of a LNIDN, they have to apply for the issue of such a number. For these purposes they will need to provide to the RCS their complete name, date, place and state of birth, their gender, nationality and private address and additionally provide evidence of the accuracy of such information in the form of a valid passport or national identity card and, as proof of the private address, either a residency certificate provided by the municipality, a certified declaration of the relevant person or, if such documents are not available, a utility bill. The information on gender, nationality and private address will not become publicly available on the RCS.
Inscriptions during the Transitory Period
From 31 March 2022, the provision of the LNIDN to the RCS is already obligatory in connection with the following filing formalities:
New inscription of any company or other entity with the RCS involving the inscription of physical persons; and
Changes to the details of any physical person already registered with the RCS
In respect of the inscription of other changes on the RCS not involving details of a physical person (e.g. change of registered office of a company or changes to the capital), it is not yet obligatory to provide the LNIDN of physical persons whose LNIDN is still missing in the files of a registered company but the applicant may decide to complete the files with the missing information.
Even outside of the completion of any filing formalities, an applicant can decide to provide the LNIDN of physical persons whose LNIDN is still missing in the files of a registered company or request the issue of a new LNIDN.
Inscriptions after the Transitory Period
After the end of the transitory period (of which the end date has not yet been advised), it becomes obligatory for all entities registered with the RCS to communicate the missing LNIDN before they are able to effect any filing with the RCS. If such LNIDN for any physical person is still missing, any attempt to make any filing (whether or not involving a physical person) for a registered entity will be blocked.
Communication of LNIDN
The LNIDN will not be made public. It will only be communicated to the private address of the physical person concerned or to the person effecting the filing if duly authorised by such physical person.
As a consequence of these changes to the filing procedures all entities registered with the RCS will need to act as soon as possible to obtain the LNIDN of all physical persons undertaking functions within such entities.