LNIN Newsletter

Update

On 18 January 2022, the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés de Luxembourg) (RCS) published a brochure reflecting new filing formalities applicable as from 31 March 2022, further to its note of 1 October 2021. For each natural person registered or to be registered with the RCS, the Luxembourg national identification number (numéro d’identifiant national luxembourgeois) (LNIN)  must be filed with the RCS. 

Introduction

Further to the law of 13 January 2019 implementing the Luxembourg Register of Beneficial Owners (RBO), and in particular its article 23, new articles 12bis and 12ter have been introduced into the law of 19 December 2002 concerning the RCS (Updated RCS Law). These introduce:

• for article 12bis: the obligation to communicate the LNIN of each natural person registered or to be registered with the RCS; and
• for article 12ter: the obligation to indicate complete addresses for those situated in the Grand Duchy of Luxembourg in accordance with the Luxembourg national register of localities and streets (Registre national des localités et des rues de Luxembourg).

On 18 January 2022, the RCS published a brochure reflecting the new measures to the filing proceedings with the RCS, applicable as from 31 March 2022 (RCS Brochure).

In accordance with the Parliamentary works in relation to the 2019 legislation concerning the RBO, the aim of the new provisions is as follows:

Which natural persons are affected?

According to the Updated RCS Law and the RCS Brochure, any natural person registered or to be registered with the RCS is covered by the change (e.g. as shareholder, manager / director, auditor) (Natural Person).

The following people are excluded:

• court appointed representatives in the framework of a procedure registered with the RCS (e.g. a judicial liquidation); and
• natural persons acting as legal representatives of a foreign company with a branch in Luxembourg. 

Who should proceed with the filing of the LNIN?

In the first place, RCS filing should be completed by the legal representative(s) of the relevant company, i.e. its manager(s) / director(s), or their proxyholder(s) such as service providers or lawyer(s).

If a Natural Person is newly registered with the RCS or the information of a Natural Person already registered with the RCS is being updated, where the LNIN is not yet communicated to the RCS, in both cases further to a notarial deed, the LNIN must be indicated by the Luxembourg notary who enacted the relevant notarial deed.

Service providers, lawyers and notaries can only proceed with the filing of the LNIN based on the information provided by their client. If the LNIN (or the information required to create an LNIN) is not shared with the person proceeding with the RCS filing and in particular with a notary during the incorporation process of a company, the registration of a new company may be considerably delayed which may adversely impact ongoing transactions. We therefore recommend gathering and providing all necessary information well in advance to avoid any unnecessary delays.

What happens if the relevant person has no LNIN?

If the relevant Natural Person already has an LNIN, they simply have to share the LNIN with the person proceeding with the RCS filing.

If the Natural Person does not have an LNIN, unlike the filing of a natural person with the RBO, an LNIN must be created.

What information must be provided for the creation of an LNIN?

• Surname, all first name(s), date of birth, birthplace, gender, nationality and private address.
• Supporting documentation (pièces justificatives):
  • a valid proof of identity (i.e. identity card or passport copy);
  • a valid proof of address no older than six months (either a certificate of residence issued by the competent local authority or a declaration of honour stamped or counter-signed by the competent local authority or by default an electricity, gas, telephone or internet bill).

If the language of the supporting documentation is not French, German, Luxembourgish or English, a non-certified translation must be provided.

It is worth mentioning that once an LNIN is in the process of being created, the creation of an LNIN for the same Natural Person acting in another capacity or for another company will be refused, in order to avoid creating multiple LNINs. Once it is created, it can be used when updating the data of a Natural Person for each company warranting its indication.

How long will the supporting documents be kept by the RCS?

The supporting documentation (pièces justificatives) for the creation of an LNIN will be kept by the manager of the RCS for five years starting from their submission to the RCS.

What procedures are available to register an LNIN?

There are three options for communicating or creating an LNIN for a Natural Person:

1. When a Natural Person is newly registered with the RCS, or when the information of an already registered Natural Person whose LNIN is not yet communicated needs to be updated, the LNIN must be communicated or created.

   Otherwise, the RCS filing will not be accepted.

2. For the time being, when a company’s information is updated, the person mandated to proceed with the RCS filing may use the opportunity to communicate the LNIN of a Natural Person or create it, but is under no legal obligation to do so. This will change after the transitional period starting from 31 March 2022.
3. When a person is already registered with the RCS, there will be an option to communicate or create the LNIN. This procedure will free for a certain undetermined period of time.

Who will have access to the LNIN?

The LNIN is not publicly available information. The newly created LNINs will only be communicated to the relevant Natural Person by postal mail to their private address.

If duly authorised for such purpose by the Natural Person, the person who proceeds with the RCS filing may also receive the LNIN.

When will these measures be applicable and what do we recommend?

The new filing measures apply from 31 March 2022.

There will, however, be a transitional period from 31 March 2022 for an undetermined duration. Once this transitional period comes to an end, any kind of RCS filing for an entity for which not all LNINs were communicated will be rejected.

If the LNINs requested in relation to a company have not been communicated by 31 March 2022, the company will not be able to proceed with the filing of its annual accounts. Further delays due to the missing communication or creation of one or more LNIN(s) could create further delays regarding the filing of annual accounts, which could in turn result in missed legal deadlines and risk of sanctions.

Certain types of entities such as special limited partnerships (société en commandite spéciale) may be less affected by these new formalities, but for all other entities we recommend expediting the updating of LNINs or the creation of LNINs by taking advantage of the third aforementioned procedure and foreseeing enough time to gather required supporting documentation to be shared with the person taking care of the relevant RCS filing.