Luxembourg Business Registers has begun enforcing stricter RCS and RBE compliance, with penalties looming for non-compliant companies.
Under Circular 26/02, LBR now monitors company registrations continuously, issuing formal notices, portal warnings, daily penalties and, ultimately, striking off persistently non-compliant firms — with criminal fines still possible under RBE law.
Luxembourg Business Registers (LBR) has entered the enforcement phase of a new compliance procedure for the Trade and Companies Register (RCS) and the Register of Beneficial Owners (RBE), rolled out progressively since 21 September 2026.
To help founders and directors understand what is changing and what to do about it, Silicon Luxembourg put three questions to Maître Olivier Wies, Avocat à la Cour.
“Registered information must be ‘adequate, accurate and up to date.'”
Maître Olivier Wies, Avocat à la Cour
What is changing with the LBR’s new compliance procedure?
The main change is the move to continuous monitoring of information entered in the RCS and RBE, backed by a graduated system of administrative measures and sanctions. The obligation to keep information up to date already existed; the Law of 23 January 2025 strengthens LBR’s means to enforce it. Circular 26/02 of 14 September 2026 reiterates that registered information must be “adequate, accurate and up to date.”
Since January 2026, LBR has run an automated process to detect missing, incorrect or outdated information and outstanding filings. Following a period of guidance, the enforcement phase began rolling out on 21 September 2026. When deficiencies are found, LBR sends a registered letter, and the entity has thirty days from the date of dispatch to remedy them. Each entity therefore has its own timetable — 21 September does not mark a single deadline for every company. Failure to actually receive the letter does not interrupt the procedure, so companies must ensure they can receive correspondence at their registered office.
Non-profit associations and foundations are not yet subject to the enforcement phase, as awareness-raising continues for these entities. Separately, Circular 26/01 of 19 August 2026 sets out LBR’s position that for companies held by a trust or foundation, the beneficial owners to report are those of the trust or foundation itself — settlors, trustees, protectors, beneficiaries or classes of beneficiaries, and anyone else exercising ultimate control.
“Failure to deliver the registered letter does not interrupt the procedure.”
Maître Olivier Wies, Avocat à la Cour
What are the main consequences for companies and directors in case of non-compliance?
Consequences build in stages. Thirty days after dispatch of the request, an unresolved file triggers a warning on the LBR portal. At two months, outstanding deficiencies are also shown on RCS and RBE extracts, which can raise questions from banks, investors or business partners and complicate deals requiring current extracts — commercial impact that can arrive well before any fine.
At seven months, LBR imposes a daily penalty of EUR 40, capped at ninety days and EUR 3,600; the notification is enforceable, and unpaid amounts can be recovered through a bailiff. At twelve months, persistent non-compliance leads to the file being struck off the RCS and RBE, with referral to the State Prosecutor. Striking off does not dissolve the entity and remains reversible, but the referral may lead to separate proceedings.
For directors, a penalty imposed on the company does not automatically become their personal debt, though failures to fulfil or supervise statutory obligations may expose them to liability under existing civil and criminal rules. The EUR 3,600 figure is only the ceiling for the daily penalty mechanism — separate criminal sanctions under RBE legislation can range from EUR 1,250 to EUR 1,250,000. Full remediation lifts administrative measures, though penalties already incurred remain payable, and LBR decisions can be challenged before the Luxembourg Administrative Tribunal within three months.
“Non-profit associations and foundations are not yet subject to enforcement.”
Maître Olivier Wies, Avocat à la Cour
What should Luxembourg companies do now to ensure they are compliant?
Review both registry files immediately, without waiting for a letter. Compare recorded information with the company’s actual position: registered office address, directors’ details and terms of office, identification data, financial year, annual accounts and filings on changes within the company. For the RBE, an existing declaration is not enough — verify that reported individuals remain the correct beneficial owners and that their details and interests are still accurate. Companies held by a trust or foundation should review their position under Circular 26/01.
Responsibility should be clearly allocated: where filings are outsourced, directors should obtain confirmation that steps have been completed and keep the supporting evidence. Companies should organise prompt receipt of correspondence at their registered office, check the LBR portal, maintain a filing calendar, and consider recording a monitored email address with the RCS to receive preventive reminders. If a request has already been sent, identify the dispatch date and address every deficiency for full remediation.
For startups especially, growth events — new investors, changes in control, board appointments, registered office moves — should each trigger a review of filing obligations. Keeping RCS and RBE data current helps maintain the confidence of banks, investors and business partners at critical moments such as opening an account, raising capital or preparing a sale.
