Corporate Law & Business Law
Registration with the Trade and Companies Register (RCS)
Registration with the RCS registers the concerned entities in the register. Acts, identity, and authorizations: distinguish the creation formalities.
Lexicon
Corporate Law & Business Law
Beneficial owner and RBE register
The beneficial owner is the natural person who ultimately owns or controls an entity. In Luxembourg, the corresponding information is declared to the Register of Beneficial Owners, managed by Luxembourg Business Registers.
Identification does not consist solely of copying the list of direct partners. LBR requires examining participations, including indirect ones, and then the means of control. A holding strictly greater than 25% is an element of this search; control can also result from other mechanisms. If no beneficial owner is identified despite the searches, the applicable solution for the main manager must be examined.
Prepare a holding diagram, verify voting rights, and keep the elements explaining the identification retained. An interposed legal entity does not end the analysis. The RBE and the RCS have different functions. The conditions for consulting the RBE must be verified in their current regime, without presuming unlimited public access.
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Share capital
Share capital corresponds to contributions allocated to the capital. Understand the minimums according to the company and the difference with cash.
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Legal Entity
The legal entity has a legal identity distinct from its members. Understand who contracts, owns assets, and takes legal action.
Corporate Law & Business Law
Electronic Compendium of Companies and Associations (RESA)
The RESA publishes acts and mentions of companies and associations. Understand its difference from filing with the commercial register.