Directors and agents of Luxembourg registered businesses face new disclosure obligation

The new disclosure obligation is among the additional mandatory information that must be disclosed to the RCS following recent legislative amendments to enhance transparency. Directors, managers and agents of registered companies in Luxembourg are required to provide their national identification numbers to the register from 12 November.

The new requirement applies to any natural persons who are managers, directors, shareholders, partners, auditors, and authorised representatives or agents of companies registered with the RCS. It will be required for both existing and new filings.

Individuals without a Luxembourg national identification number, such as foreigners who do not live or work in Luxembourg, will be assigned one upon their first registration with the RCS. However, they will need to submit a form to the RCS and provide all information necessary to verify their identity, such as nationality, gender and private residence, along with supporting documents including identification documents and proof of address. Those who are already registered with the RCS will have to provide their Luxembourg identity numbers for corporate filings.

In addition, Luxembourg addresses will be subject to a verification process to ensure consistency. Any changes in the National Register of Localities and Streets will automatically be reflected in the RCS.

Corporate law expert Luis Marques Guilherme of Pinsent Masons Luxembourg highlighted that failure to provide the mandatory information required, such as obtaining a national identification number or disclosing an existing one, will result in any filing procedure for the relevant companies being blocked. This may lead to companies defaulting on their legal obligations in the event of not submitting their mandatory filings within the legal deadlines, he warned.

“It is important to clarify one fact following the changes in mandatory disclosure obligations. The new requirement does not purport to establish a presence or to give rights to the registered persons in Luxembourg. Those rights which are usually of citizens holders of ID cards, residence permits or taxpayer identifications, among others, remain a matter in scope of other laws regulating the lawful presence of citizens in Luxembourg,” he said.