Luxembourg Circular LBR 26 / 02: enforcement phase begins for RCS and RBE compliance procedure

Significant updates have been made to the application of administrative measures and sanctions for information recorded in the Luxembourg Trade and Companies Register and the Register of Beneficial Owners, as detailed in Circular LBR 26 / 02.

Circular LBR 26 / 02 (the Circular), issued by the Luxembourg Business Registers (LBR) on 14 September 2026, explains the compliance procedure (procédure de mise en conformité) for keeping the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, the RCS) and the Register of Beneficial Owners (Registre des bénéficiaires effectifs, the RBE) up to date. It also outlines the progressive application of administrative measures and sanctions for non-compliance effective from 21 September 2026.

In this briefing, our Luxembourg Corporate law specialists summarise the key details of the compliance procedure contained within the Circular and confirm what actions registered entities should take now.

What triggered the LBR’s compliance procedure?

The procedure follows on from the law of 23 January 2025, which is intended to improve the reliability, quality and integrity of information published with the RCS and the RBE.

The 2025 law amended the law of 19 December 2002 concerning the RCS and the accounting and annual accounts of undertakings (the RCS Law) and the law of 13 January 2019 establishing the RBE (the RBE Law).

Under the RCS Law and the RBE Law, information recorded in the RCS and RBE must be adequate, accurate and up to date. The LBR, acting as manager of both registers, monitors registered information and may request supporting documents from registered entities under both the RCS and RBE Laws ^[1].

How does the LBR monitor compliance with the RCS and RBE Laws?

Since January 2026, the LBR has operated an automated monitoring system designed both to remind entities of upcoming compliance obligations and to identify failures to comply with filing, registration or declaration requirements. Deficiencies detected through this process may trigger the compliance procedure described in the Circular and further set out in the RCS and RBE Laws. 

Which entities are in scope of the LBR’s compliance procedure?

In principle, all entities registered with the RCS and / or in respect of which information is recorded in the RBE are concerned, including but not limited to, commercial companies, branches of foreign companies, economic interest groups (groupements d’intérêt économique) and other registered entities. However, non-profit associations (associations sans but lucratif) and foundations are currently excluded from the launch of the sanctions phase, as awareness and information measures remain ongoing for them.

What happens to an entity in the case of non-compliance?

Where the LBR identifies missing, outdated or erroneous information, or the absence of a filing required by law (such as annual accounts, beneficial ownership declarations or director / auditor renewals), it sends a registered request for the relevant file to be updated.

The entity then has 30 days from the date on which that request is sent to regularise its file ^[2]. Failure to receive the registered letter does not suspend the procedure or the applicable deadlines. The absence of an effective registered office constitutes a further deficiency.

What administrative measures and sanctions can the LBR apply?

If the entity does not fully regularise its file within 30 days from the date on which the update request is sent, the LBR progressively applies the following measures under the RCS Law and the RBE Law ^[3]:

What happens to an entity if the file is regularised?

Full regularisation immediately terminates the procedure and lifts the measures already applied, except that any astreinte already imposed remains payable. Partial regularisation does not stop the procedure, which continues until all deficiencies have been remedied. Any new deficiency identified during the procedure is added to the ongoing procedure ^[4].

What remedies are available to entities?

Administrative decisions taken by the LBR in the context of the compliance procedure may be challenged before the Administrative Tribunal (Tribunal administratif) within three months of the LBR's decision under the RCS Law and RBE Law ^[5]. An appeal to the Administrative Court (Cour administrative) lies against judgments of the Administrative Tribunal.

What actions should registered entities take now to ensure compliance with the LBR’s requirements?

Entities should:

• review their RCS and RBE records (in particular that annual accounts are duly filed and within the statutory deadlines)
• ensure that their registered office can effectively receive registered mail
• register a valid email address in the RCS
• ensure that the managers of the entity have a Luxembourg national identification number and that such has being registered with the relevant entities
• monitor communications from the LBR and promptly respond to any update requests
• pay particular attention to the 30-day regularisation period to avoid escalation of the procedure

Entities can access their file status via the LBR online portal.

^[1] Article 19-6 (1) of the RCS Law and Article 9 (1) of the RBE Law

^[2] Articles 19-6 (2) and (3) of the RCS Law and Articles 9(2) and (3) of the RBE Law

^[3] Articles 19-6 (3), (4) and (6) of the RCS Law and Articles 9 (3), (4) and (6) of the RBE Law

^[4] Article 19-6 (5) of the RCS Law and Article 9 (5) of the RBE Law

^[5] Article 21 (5) of the RCS Law and Article 7 (5) of the RBE Law

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

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