Who Is a Beneficial Owner Under Luxembourg Law?
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, the beneficial owner of a company is the natural person who ultimately owns or controls it. The beneficial owner definition uses holding more than 25% of the capital or voting rights, directly or indirectly, as the main indicator. If nobody can be identified, the company declares its senior managing officials, in practice the members of the management body.
Definition
The beneficial owner is, under Article 1, paragraph 7, of the amended law of 12 November 2004 on the fight against money laundering, any natural person who ultimately owns or controls an entity, directly or indirectly, through shares or voting rights or by other means.
The LBR benchmarks
- Ownership threshold
- More than 25%
- Presumed control
- More than 50% of voting rights
- Filing deadline
- One month
- Fine
- €1,250 to €1,250,000
Identifying the beneficial owner in three tests
According to the LBR explanatory guide, the ownership and control tests apply in parallel, not one after the other.
- 1
Ownership
Anyone who holds more than 25% of the capital or voting rights, directly or through intermediate companies. For indirect holdings, the percentages are multiplied at each level.
The company, with its shareholders - 2
Control
A person who holds more than 50% of the voting rights of an intermediate company is presumed to control it: all of that company’s rights are then attributed to them. Control can also result from an agreement, concerted action or the power to appoint the majority of managers.
The company, with its shareholders - 3
Senior managing official, by default
If, after exhausting all means and with no ground for suspicion, nobody is identified, the company declares its senior managing officials: generally the members of the management body, for example the managers of a SARL.
The company
Worked examples
| Situation | Calculation | Beneficial owner? |
|---|---|---|
| A holds 50% and B 30% of a SARL, the rest is dispersed | Direct ownership | A and B |
| A holds 60% of a company that holds 30% of a SA | Ownership: 60% x 30% = 18%. Control: A holds more than 50% of the intermediate company | Yes, through control: A is attributed the 30% of the intermediate company |
| Four shareholders at 25% each, no agreement | None exceeds 25% | Senior managing officials, unless control by other means |
| A shareholder at 10% who alone appoints all the managers | Control by other means | Yes |
Simplified examples, inspired by the LBR explanatory guide. A multi-level structure, a trust or a fiducie requires a case-by-case analysis.
The 25% threshold is not an automatic exclusion
A person who holds 25% or less is not ruled out automatically: they remain a beneficial owner if they control the company by another means. Conversely, entering the manager as senior managing official is allowed only as a last resort, when no owner or controlling person could be identified.
Where and when to declare
Every company registered with the RCS declares its beneficial owners to the register of beneficial owners (RBE), kept by Luxembourg Business Registers, within one month of its registration, then within one month of each change. The declaration states in particular the identity, the residence and the nature and extent of the interests held. See the RBE declaration and the RBE update.
Banks, notaries and domiciliation providers also identify beneficial owners as part of their due diligence obligations: see the guide to KYC at formation.
Next step
Declare your beneficial owners
We analyse your ownership structure and prepare the RBE declaration with the incorporation.
Frequently asked questions
Is the threshold 25% or more than 25%?
The criterion in the law and used by the LBR is holding more than 25% of the capital or voting rights. A person at exactly 25% is therefore not caught by this criterion alone, but may be caught by control.
Can a company be a beneficial owner?
No. The beneficial owner is always a natural person. If the shareholder is a company, you must trace the chain of ownership back to the natural persons who own or control it.
Who is the senior managing official in a SARL?
Generally the managers, that is, the management body provided for by law. The LBR guide specifies that it is not only the chair of a board; a delegate for day-to-day management can also be covered.
What does a company risk if it does not declare?
A fine of €1,250 to €1,250,000 for a missing, inaccurate, incomplete or out-of-date declaration. The same fine applies to a beneficial owner who does not give the company the necessary information.
Do you have to declare again after a share transfer?
Yes, if the transfer changes the identity of the beneficial owners or the extent of their interests. The update is made within one month of the change.
Sources
- LBR: how to define your beneficial owners, explanatory guide
- Guichet.lu: filing with the register of beneficial owners
- Amended law of 12 November 2004 on the fight against money laundering and terrorist financing, consolidated text
- Amended law of 13 January 2019 establishing a Register of Beneficial Owners