FAQ on RCSL Formalities
Preamble
This “FAQ on RCSL Formalities” (the “document”, the “FAQ”) was prepared by L3A (the “Association”) and its respective working group of the Tax & Regulatory Committee and deals with questions raised in the context of the new corporate filing formalities for all natural persons registered or due to be registered with the Luxembourg Trade and Companies Register (“RCS”) that have to provide their Luxembourg national identification number (“LNIN”).
This document contains the working group´s answers to questions about the new corporate filing formalities and the LNIN. The answers are not necessarily definitive and they might not be suitable for every circumstance.
This document is not meant to be an industry standard or a guide for best practices but it represents the view of the Association. The FAQ has not been validated by LBR / RCS.
It does not diminish the responsibility of each stakeholder using it to comply with the applicable rules on the RCS formalities.
This document is drafted on the basis of rules in force and their understanding at the time of publication.
Introduction
Starting 12 November 2024, all Luxembourg Trade and Companies Register (RCS)-registered entities and individuals must provide the Luxembourg National Identification Number (LNIN) for any natural person listed in their files. If they do not have a LNIN, they must create one.
For those without an LNIN, the necessary data will be collected during the RCS registration process, and the LNIN will be issued via email by the State Information Technology Centre. Initially voluntary and free, updating LNINs will become mandatory, and the absence of a LNIN could potentially block essential filing processes, such as address changes and annual filings.
FAQs
Question1: Who is in scope for the new formalities ?
Answer: The new formality requirements apply to all natural persons registered or to be registered with the RCS in any capacity (e.g., manager, director, authorized representative, shareholder, statutory auditor).
However, the new formality requirement will not apply to natural persons who are
· judicial representatives (“mandataires judiciaires”) appointed in the framework of a procedure registered with the RCS; and
· agents of companies governed by foreign law that have opened a branch in the Grand Duchy of Luxembourg.
Question 2: What is a LNIN ?
Answer: The LNIN is a unique identification number assigned by the National Register of Natural Persons (“Registre National des Personnes Physiques”) in accordance with the Luxembourg Law of 19 June 2013 concerning the identification of natural persons.
For natural persons affiliated with the Luxembourg social security system, the LNIN corresponds to the commonly known “Matricule” or “CNS” number.
For those who do not yet have a LNIN, it would be necessary to request its creation through a specific procedure (see below Question 3).
Question 3: How to obtain a LNIN ?
Answer: The LNIN can be requested through the RCS portal. In the framework of the procedure, the following information regarding the natural person will need to be provided to the RCS. In this respect, a designated filing form will be accessible on the RCS portal to facilitate the communication of the LNIN for individuals who already possess one, as well as to enable those without an LNIN to request its creation:
· last name(s) and first name(s) as they appear on their identity card or passport;
· date, place and country of birth;
· gender (male, female, unknown);
· nationality; and
· private address (number, street, post code, city, country).
The information related to the gender, nationality and the private address will be communicated by the RCS to the “Centre des Technologies de l’Information et de l’Etat” for
insertion in the Luxembourg National Register of Natural Persons (“Registre National des Personnes Physiques”). This information is not recorded with the RCS.
As proof of the information provided, a copy of the identity card or the passport of the natural person must also be provided to the RCS. If the address provided is not listed on the identity card or the passport, one of the following additional supporting documents will need to be provided:
· a certificate of residence issued by the municipality;
· a declaration of honor from the person concerned stamped or countersigned by the relevant authority in charge of confirming the residence, an embassy, a notary, a police station; or
· if none of these documents can be produced: a water, electricity, gas, telephone or internet access bill.
Certain documents will not be accepted as proof of address, such as a criminal record, an application to register on electoral rolls, a lease contract, a tax form, a bank statement, an insurance contract, an “Amazon” invoice, a residence permit.
These additional supporting documents must not be older than 6 months and are required to be translated into French, German, Luxembourgish or English if they are not in one of such languages. A simple (i.e. not sworn) translation is sufficient.
Addresses filed with the RCS that are in the Grand Duchy of Luxembourg (e.g. address of the registered office of a company, personal or professional address of a representative) will need to be consistent with the addresses listed in the National Register of Localities and Streets (“Registre National des Adresses”). The RCS will carry out a systematic check.
The LNIN assigned by the RCS will not be public information, it will not be communicated to third parties and it will not appear on any documents issued by the RCS.
The LNIN will be sent directly by post to the private address of the natural person to whom the LNIN has been assigned. However, if the natural person has expressly authorized the person in charge of the filing to receive the newly created LNIN, the LNIN will appear on the receipt of the filing.
Question 4: Will the person – non-working resident in Luxembourg – become subject to tax and / or social security contribution ?
Answer: No, obtaining a LNIN will neither lead to a circumstance to become a taxable person in Luxembourg nor to be subject for social security contribution / payments.
Question 5: What are the impacts in case a natural person is already registered with the RCS before 12 November 2024 ?
Answer: A transitional period, of an unspecified duration at this stage, will be granted to natural persons who are already registered with the RCS before 12 November 2024. During this transitional period, the LNIN may be provided or its creation be requested, as applicable, either on a voluntary basis or when submitting a new filing related to these natural persons or the associated company.
After the expiry of the transitional period, it will become mandatory to provide the LNIN or request its creation for the natural persons registered or due to be registered with the RCS. Non-compliance with this obligation may lead to the rejection by the RCS. After this transitional period, the absence of a LNIN could block any filing processes, such as changes in address, share capital updates, annual account fi lings, or merger projects.
Question 6: What will be the procedure for this voluntary creation of the LNIN for persons already registered with the RCS?
Answer: A separate procedure has been implemented allowing the sole registration or creation of a Luxembourg national number for natural persons already registered with the RCS. This is separate from any new RCS registration or amendment filing. Requestors should follow the service “Update of the Luxembourg national identification number of natural persons registered with the RCS”. The advantage of applying voluntarily is that no costs will be invoiced by the RCS for providing or requesting the creation of a LNIN during the transitional period (as mentioned below).
Question 7: What are the changes for a natural persons who need to be registered with the RCS starting from 12 November 2024 ?
Answer: During the process of filing with the RCS, the LNIN of such will need to be provided or a request shall be lodged for its creation; otherwise it will be impossible to finalize the filing with the RCS.
Question 8: Once the LNIN is obtained and / or renewed with underlying data (e.g. change of address), will the change be done automatically for all related mandates/companies ?
Answer: In fact, in such a case one still needs to update the underlying change in each RCS file (company) in which that natural person has a mandate/is a shareholder.
Question 9: Does the above impact the data to be registered with the Luxembourg Register of Beneficial Owner (RBE)?
Answer: Yes, the RBE disclosures will also need to be updated with the LNIN when a natural person registered in the RBE is required to provide their LNIN to the RCS. At this stage, there is no mention of a further requirement to request an LNIN for all persons registered in the RBE (including ultimate indirect beneficial owners).
Question 10: What should I do now immediately ?
Answer: It is recommended that all legal entities registered with the RCS should anticipate the mandatory submission of the LNINs of all natural persons involved to their file in the following ways:
· establish a list of persons already registered in the RCS due to their shareholding or mandate relationship with the entity;
· collect the LNINs from those who have one;
· obtain the required authorizations to apply for an LNIN on behalf of those who do not already have one, and collect the necessary information and documents to obtain an LNIN.
Question 11: Will the RCS charge any fees for the registration of the LNIN?
Answer: As per current understanding, the RCS will not charge any fee during the transitional period mentioned above for filing a LNIN. It is at this stage unknown how much this process will cost after the end of this transitional period.
Source
LBR FAQ - Link: FREQUENTLY ASKED QUESTIONS (FAQ):
LBR: Public Notice Sept 6th 2024:
Comments