Luxembourg Business Register: Enforcement phase begins
Of the 59,465 entries in the Luxembourg Business Register (LBR), some 53,517 have been found to contain incomplete details in the Trade and Companies Register (RCS) or the Register of Beneficial Owners (RBE), and it is against these that the LBR will, from 21 September, progressively initiate enforcement proceedings. A filing default will no longer be confined to an administrative file, indeed it may become visible to the customers, banks, suppliers and prospective partners who consult the RCS or the RBE.
The underlying requirements are well established: annual accounts must be filed within the statutory deadline, and the registered office address must be entered precisely and correspond to the National Register of Localities and Streets. This last point deserves particular attention, since a notable share of the letters already sent came back undelivered: a company whose official address is no longer correct therefore risks being unaware that proceedings have begun. Records must also be complete and current in other respects, including beneficial ownership. Starting 24 September, the LBR will publish monthly figures on the anomalies detected.
The procedure is individualised. Each entity concerned receives a registered letter setting out the breaches identified, the date of dispatch triggering its own timetable. After 30 days, a warning is displayed in the public view of the file on the LBR portal; after 60 days, the breaches are further noted on the extracts and certificates issued by the register, precisely the documents a company is required to produce to a bank, an investor, a client or a public authority.
Where the position is left unremedied, the financial consequences follow: seven months after proceedings are initiated, a daily penalty of €40 may be imposed for up to 90 days, amounting to a maximum of €3,600. After twelve months, the LBR may strike the entity off the register of its own motion. Such striking off does not, in itself, dissolve the company or extinguish its legal personality; however, absent subsequent rectification, the matter may be referred to the public prosecutor, and administrative dissolution proceedings may be engaged. Full compliance brings the proceedings to an end at any stage and lifts the measures, but does not cancel penalties already imposed.
Photo – Rosc Art
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