Trusts and foundations in a company’s ownership chain: LBR clarifies who must be registered with the RBE
Who is the beneficial owner of a Luxembourg company when it is held through a trust or a foundation? Circular LBR 26/01, issued by Luxembourg Business Registers on 19 August 2026, sets out LBR’s interpretation of the existing rules on this point. It clarifies the filing approach without changing the law itself. The Circular reflects LBR’s position only and, as its disclaimer expressly states, has no legal value and remains subject to any interpretation adopted by the courts.
The general framework remains unchanged. A registered entity remains responsible for carrying out the necessary enquiries to identify its own beneficial owners. As a general rule, the ordinary test continues to apply: the natural person or persons who ultimately own or control the company under Article 1(7)(a) of the 2004 anti-money-laundering law, as amended (the “2004 Law”).
If, after all possible means have been exhausted and provided there are no grounds for suspicion, no such person can be identified – or if there is doubt that the person identified is the beneficial owner – the natural person or persons holding the position of senior managing official must be registered as beneficial owners by default.
By way of exception, where a company is held through a trust or foundation, LBR considers that the beneficial owners to be reported to the RBE are those of the underlying trust or foundation.
They must be identified by applying Article 1(7)(b) and (c) of the 2004 Law, rather than the general corporate-entity test under Article 1(7)(a).
For fiducies and trusts, this means identifying the settlor(s), the fiduciaire(s) or trustee(s), any protector(s), and the beneficiaries — or, where the individual beneficiaries have not yet been determined, the class of persons in whose main interest the legal arrangement or entity was established or operates. The definition also captures any other natural person exercising ultimate control over the fiducie or trust through direct or indirect ownership or by other means. For foundations and legal arrangements similar to trusts, the persons to be identified are the natural persons holding equivalent or similar positions.
LBR presents this position as consistent with Article 55 of Regulation (EU) 2024/1624. The Regulation is not yet applicable and will generally apply from 10 July 2027, but its principles may usefully guide interpretation of the current rules.
The information to be filed remains that set out in Article 3 of the 2019 law, as amended: surname and first name(s), nationality or nationalities, date and place of birth, country of residence, precise private or professional address and, as applicable, the Luxembourg national identification number or a foreign identification number, together with the nature and extent of each interest held.
Affected entities should therefore review their existing beneficial ownership analyses and RBE filings and amend them, where necessary, to reflect the position set out in the Circular.
Please contact us if you require assistance with your beneficial ownership analysis or RBE filing.
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