The new RCS filing formalities applicable as from 31 March 2022

Further to the Luxembourg Business Register (LBR)’s public notice of 1 October 2021 announcing new filing formalities, it has now been communicated that the new formalities will come into effect as from 31 March 2022. The LBR has issued a new publication to detail the new features (the New Notice).

(A) National identification number

The LBR recalls that all natural persons registered within the file of a registered entity with the Luxembourg Trade and Companies Register (the RCS) will have to provide a Luxembourg national identification number (also known as the matricule number or CNS number). The LBR clarifies in this New Notice that:

• no supporting document will be needed to communicate the national identification number for natural persons already having such number; and
• natural persons applying for a number must provide the information requested on the LBR’s requisition form, together with a supporting document, noting that (i) criminal record, lease contract, invoices, tax or bank statements, insurance contracts or residence permit cannot be accepted as supporting document for the private domicile, (ii) no personal information will be registered with the RCS, and (iii) documents in a language other than French, German, Luxembourgish or English must be accompanied by a simple translation.

The registration of the national identification number occurs as soon as a natural person is newly registered with the RCS.
For existing registrations, such number is to be completed (i) during filings for a modification for any change on natural persons, or (ii) spontaneously during filings for any other modifications – although the national identification number will initially not be mandatory to finalize the filing, the LBR recommends completing the number as soon as possible.

As an exception to the foregoing, no number must be communicated for natural persons who are (i) judicial representatives appointed for a procedure registered in the RCS, and (ii) agents of a company governed by foreign law having opened a Luxembourg branch.

New filing category: “Update of the Luxembourg national identification of natural persons registered with the RCS”

In addition to the foregoing, the LBR highlights that a new service on the RCS portal may now be used separately and specifically to complete the missing Luxembourg national identification number if no particular filing procedure is to be carried out for the relevant entity.

When will the mandatory filing of the national identification number be applicable?

The LBR indicates in the New Notice that the filing of the national identification number should be made spontaneously for a certain transitional period (the Transitional Period).

The LBR further indicates that the duration of the Transitional Period will be communicated at a later stage.

What will be the consequences of not filing the national identification number at the end of the Transitional Period?

Once the Transitional Period is over, the registered entities will be obliged to communicate the national identification number of the natural persons registered with the RCS in their file. Should this information be missing, the current filing process will be blocked.

This blocking mechanism will apply to all filings to be made by the registered entity or its agent.

How is information checked?

The manager of the LBR will check for consistency between the RCS information, and the one on the national register of natural persons, and may correct the RCS information if necessary. It is important to note that (i) titles or functions should never be entered, (ii) only the birth name (and not the married name) should be mentioned, (iii) all first names appearing on the identification document must be indicated, and (iv) no brackets or commas must appear in the fields relating to the surnames and first name(s).

(B) Verification of the Luxembourg addresses

Finally, the LBR indicates in the New Notice that Luxembourg addresses communicated to the RCS will automatically be checked against those in the National Register of Towns and Streets (Registre national des localités et des rues), Such automatic check will apply for both (i) the registered office of the Luxembourg entity and (ii) the address of the persons residing in Luxembourg and Luxembourg entities registered with the RCS.