New LNIN Requirements for Luxembourg Trade and Companies Register (RCS) Filings

Starting 12 November 2024, the Luxembourg Business Registers (LBR) has begun to implement significant changes to filing procedures for the Luxembourg Trade and Companies Register (RCS). Most notably, all natural persons registered with the RCS will be required to provide their Luxembourg National Identification Number (LNIN).

The LNIN is the number provided for in the amended law of 19 June 2013 on the identification of natural persons; it is more commonly known as a matricule number or CNS number.

Key Points

• The LNIN requirement applies to all natural persons registered with the RCS in any capacity (e.g., shareholders, partners, authorized representatives, managers, directors, or supervisory auditors (commissaires)).
• Individuals who already have an LNIN must provide it when filing with the RCS.
• Those without an LNIN must request one by submitting required information and documentation to the RCS.
• The provided information, including gender, nationality, and usual place of residence, will be shared solely with the State Information Technology Center (CTIE) for the purpose of generating the national identification number. This number will not appear on the extracts from the Luxembourg Trade and Companies Register for the concerned company or entity and will not be publicly accessible.
• Requesting an LNIN is free of charge.
• After a transitional period (the duration of which is not yet confirmed), failure to provide LNINs will block all RCS filings, including annual accounts and address changes.

What You Need to Know

Who is affected: All natural persons registered with the RCS, with limited exceptions

Information required: To obtain an LNIN, individuals must provide:

• Full name
• Date, place, and country of birth
• Nationality
• Gender
• Usual place of residence (résidence habituelle)
• Professional or private address (only this address will appear on RCS extracts, not the usual residential address)

Supporting documents: Proof of identity, valid at the time of the LNIN request, which can be one of the following:

• National identity card
• Passport

Proof of the address of the usual place of residence, which can be one of the following, dated no older than six months:

• Certificate of residence, issued by the local authority, or an official document from the authority responsible for confirming residential address.
• A sworn statement from the person concerned, countersigned or stamped by the regional authority responsible for certifying the address of residence, an ambassy, a notary, or a police station.
• A water, electricity, gas, telephone, or internet access bill.

All the aforementioned documents required to verify the applicant's address must be written in French, German, Luxembourgish, or English. For documents not written in one of these languages, a simple (non-sworn) translation must also be provided.

Implementation Timeline

12 November 2024: Each natural person—whether residing in Luxembourg or abroad—who is registered or will be registered with the RCS in whatever capacity (partner, authorized representative, supervisory auditors (commissaires), etc.) will need to apply for an LNIN.

Transitional period:

• Filings not involving natural persons registered with the RCS: There is no need to provide national identification numbers for individuals involved in these cases. Examples are approval of annual accounts, change of registered office, or change of company name.
• Filings involving natural persons registered with the RCS: The LNIN of each individual concerned must be provided. Examples are appointment of a director or a manager or changes to shareholders.

After transitional period: Communicating the LNIN will be mandatory for all filings. Failure to do so will result in the blocking of the current filing processes.

Indirect Impact on the RBE

If a person is registered in the Registre des Bénéficiaires Effectifs (RBE) and receives an LNIN through an RCS process, this LNIN will also need to be registered in the RBE.

Recommended Actions

When registering with the RCS, please consider the following steps:

1. Identify all natural persons in your RCS filings.
2. Collect LNINs from those who have them.
3. Gather required information and documents for those needing new LNINs.
4. Make the request for LNIN.
5. Submit the LNIN alongside your RCS modification or submission. If no modifications are planned, it is still best to consider making the update now to avoid any delays or blocking of submissions in the future. 
6. Consider registration with the RBE alongside the LNIN registration with the RCS.

 

This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.