The Luxembourg Business Registers (LBR) Launches Enforcement Phase for RCS and RBE Compliance

Background

Since January 2026, the Luxembourg Business Registers (LBR) has operated an automated monitoring system that continuously screens the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, (RCS)) and the Luxembourg Register of Beneficial Owners (Registre des Bénéficiaires Effectifs, (RBE)) databases to detect missing, erroneous or outdated information and to identify any required filing that has not been made. This monitoring serves two purposes: (i) to proactively remind registered entities of upcoming obligations (by automated email alerts, where an email address is on file, or through notices visible on the LBR portal when preparing a filing), and (ii) to detect entities that are actually in breach of their filing, registration or declaration obligations.

This first phase, running since the start of 2026, focused on communication and voluntary correction, allowing registered entities to review and update their files before any sanctions applied.

From September 21, 2026, the LBR rolled out the second phase, under which it will progressively apply the administrative measures described below to non-compliant entities¹.

Obligations and Deadlines

Where the LBR identifies a deficiency in an entity’s file — such as a missing, outdated or incorrect piece of information, or a missing filing — it sends a compliance request by registered letter to the entity’s registered office address on file with the RCS. The entity then has 30 calendar days from the date the letter is sent to fully correct its file. The letter lists all deficiencies identified, confirms the 30-day deadline, sets out the administrative measures and sanctions that will follow if the file is not corrected, and explains the available rights of appeal.

It is important to note that the registered letter is sent to the registered office address recorded with the RCS, and failure to deliver it (for whatever reason) does not suspend the compliance procedure or its deadlines. Furthermore, an ineffective registered office is itself treated as an additional deficiency to be corrected.

If the entity does not correct its file within 30 days of the compliance request, the LBR will apply the following measures progressively, based on the following deadlines (in each case starting from the date the initial compliance request was sent):

• 30 days: a warning is displayed on the LBR portal, visible to third parties viewing the entity's file, indicating that the file is not up to date and that a compliance procedure is under way.
• 2 months: the specific outstanding deficiencies are shown directly on the RCS and RBE extracts issued by the LBR for the entity and those deficiencies are visible to third parties on the LBR portal.
• 7 months: the LBR imposes a daily penalty payment (astreinte) of €40, running until the file is fully compliant, capped at €3,600 (a maximum of 90 days). The LBR will notify the entity of its decision by registered letter; once the file is compliant or the 90-day period expires, the LBR notifies the entity of the final amount due by registered letter, which then constitutes an enforceable title (titre exécutoire). Unpaid penalties are recovered by a bailiff.
• 12 months: the LBR strikes the entity off the RCS and RBE ex officio (radiation d’office). This is an administrative measure only which does not dissolve the entity and is reversible. The entity may still correct its file and be reinstated to the RCS and RBE at a later date.
• After ex officio striking-off: the LBR refers the file to the Luxembourg State Prosecutor who may then decide to take other measures within its own competence with respect to entities not complying with their legal obligations in terms of RCS and RBE filings.

After each measure is applied, the LBR sends a further letter to the entity identifying the outstanding deficiencies, the remaining time to correct them, the next measure that may be applied, and the available rights of appeal. If the file becomes fully compliant at any point during the compliance procedure, the procedure stops immediately and measures already applied are lifted, with the exception of any penalty payment already accrued, which remains due. If the file is only partly corrected, the procedure continues until it is fully compliant, and any new deficiency identified during the procedure is added to it.

Administrative decisions taken by the LBR in the course of this compliance procedure may be appealed before the Luxembourg administrative tribunal (tribunal administratif) within three months.

Recommendation

Managers, sponsors and other persons in charge of entities registered with the RCS and RBE should check on a regular basis that all required filings have been made, that no information is missing, erroneous or outdated, and be prepared to promptly action any compliance requests received from the LBR.