The Registre de Commerce et des Sociétés (RCS) records the persons authorised to bind a Luxembourg entity. That record is the starting point for establishing control. It is not the endpoint.
Control in Luxembourg structures is rarely exhausted by the registered representative. The RCS shows who signs. It does not show who instructs.
What the source showsName, function and scope of authority of each authorised representative, as filed. Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-10-01 Access conditionThe RCS is publicly searchable via guichet.lu and registre.lu without prior registration. Document retrieval is subject to fees set by the registrar's published tariff. What the source does not showInstructions given to the representative, the identity of the person who appointed them, or any side agreement limiting or extending the filed authority. Coverage levelLevel A — the authorised representative is a mandatory filing item for all commercial entities registered in Luxembourg.Source: Registre de Commerce et des Sociétés · verified 2026-10-01
Luxembourg law requires every commercial entity to file the identity and powers of each person authorised to act on its behalf. For a société à responsabilité limitée (Sàrl), this is the gérant. For a société anonyme (SA), this is the conseil d'administration or its delegated members. For a branch, it is the permanent representative.
The RCS entry states the name, the function, and whether authority is sole or joint. A joint-signature requirement is a material control fact. It means no single person can bind the entity unilaterally.
The filing is updated on each change of representative. The historical record of prior representatives is retained in the RCS file and retrievable by document.
Source: Registre de Commerce et des Sociétés · verified 2026-10-01
The RCS entry answers three questions with precision:
These three facts are verifiable from the official extract. They are not inferences. They are the text of the filed document.
A fourth question — whether the named person exercises authority independently or acts on instructions from another — is not answered by the RCS. That question requires a different layer of analysis.
Source: Registre de Commerce et des Sociétés · verified 2026-10-01
The person who controls the appointment of the representative controls the entity in practice. In a Luxembourg Sàrl, gérants are appointed and removed by shareholder resolution. The shareholder register is not publicly filed at the RCS for all entity types.
For a Sàrl, the list of shareholders (associés) is filed and accessible. For an SA, the shareholder register is held by the company and is not a public RCS document. For a holding structure using an SA, the RCS shows the board — not the owner of the board.
This distinction is the central control gap in Luxembourg structures. The authorised representative is on record. The person who appointed that representative may not be.
Source: Registre de Commerce et des Sociétés · verified 2026-10-01
Luxembourg implemented the Fifth Anti-Money Laundering Directive through the Registre des bénéficiaires effectifs (RBE). Every entity registered at the RCS must file its ultimate beneficial owner (UBO) data with the RBE.
Following the Court of Justice of the European Union judgment in joined cases C-37/20 and C-601/20 (November 2022), public access to UBO registers across EU member states was suspended pending national legislative response. Luxembourg restricted general public access to the RBE. Access is now limited to competent authorities, obliged entities under AML law, and persons demonstrating a legitimate interest.
The practical consequence: the RBE is not freely searchable by a foreign buyer. Access requires a formal request with a stated legitimate interest. The outcome of that request is not guaranteed.
Source: Registre des bénéficiaires effectifs (RBE) · verified 2026-10-01
Luxembourg entities above certain size thresholds are required to file annual accounts with the RCS. Filed accounts are publicly accessible. They show the consolidated balance sheet, the profit and loss account, and — in the notes — related-party transactions where disclosure is required.
Filed accounts do not show the identity of shareholders in an SA. They do not show the terms of any management agreement between the entity and its representative. They add a financial dimension to the control picture but do not resolve the ownership question.
Entities below the filing threshold — including many holding vehicles — may not have publicly accessible accounts. The absence of filed accounts is itself a data point.
Source: Registre de Commerce et des Sociétés · verified 2026-10-01
The RCS establishes the authorised representative with precision. The ceiling is reached at three points.
First: the identity of the person who appointed the representative. For an SA, the shareholder register is private. The RCS shows the board, not the owner of the board.
Second: the instructions given to the representative. No filed document records whether the gérant or administrator acts independently or on direction from a principal outside the entity.
Third: the beneficial owner. The RBE exists and is populated. Access to it for a foreign buyer without a pre-existing AML relationship requires a legitimate-interest request. The result of that request is not predictable in advance.
The report states, at each point, which source was consulted, what it returned, and where the chain stops. It does not assert facts beyond what the source shows.
A discrepancy between the filed representative and the signatory on a transaction document is a material finding. It may indicate an undisclosed delegation, an outdated filing, or a signature by a person whose authority is not on record.
A discrepancy between the RCS shareholder list (for a Sàrl) and the stated ownership in a due diligence questionnaire is equally material. The filed list is the legal record. A questionnaire answer that diverges from it requires explanation.
Where sources disagree, the report records both versions and identifies the source of each. The discrepancy is the finding — not a gap to be smoothed over.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | RCS extract: current authorised representative, scope of authority, sole or joint signature. Filed shareholder list (Sàrl). Entity status and registration date. | Beneficial owner data. Filed financial statements. Historical representative chain. Cross-border ownership layer. |
| Standard | €2,850 | All Signal content. Historical representative chain from RCS file. Filed annual accounts (where available). Cross-reference of signatory against filed authority. Identification of the appointment layer (who holds the votes to appoint or remove). | RBE access request. Identification of ultimate beneficial owner. Analysis of any holding structure above the Luxembourg entity. |
| Extended | €6,300 | All Standard content. RBE legitimate-interest access request and result. Mapping of the ownership chain above the Luxembourg entity through available public sources in each relevant jurisdiction. Identification of the point at which the chain becomes unverifiable and the reason. Discrepancy analysis across all sources consulted. | Facts that no public source in any jurisdiction discloses. Legal qualification of the findings. Advice on enforceability of shareholder rights. |
What does the RCS extract show about the authorised representative? The extract states the name, the function (gérant, administrateur, permanent representative), and whether authority is sole or joint. It reflects the position as of the date of the extract. Historical changes are in the underlying file.
Is the shareholder of a Luxembourg SA visible in public records? No. The shareholder register of an SA is held by the company. It is not filed at the RCS. The RCS shows the board of directors, not the owner of the board. For a Sàrl, the associé list is filed and accessible.
Can the beneficial owner register be accessed by a foreign buyer? Following the CJEU judgment of November 2022, general public access to the RBE was restricted. A foreign buyer without an AML-obliged-entity status must submit a legitimate-interest request. The outcome is not guaranteed. The Extended tier includes that request and records the result.
What does a joint-signature requirement mean in practice? It means no single representative can bind the entity alone. Both (or all) named signatories must act together. This is a control constraint visible on the face of the RCS extract.
What if the filed representative and the transaction signatory are different persons? That discrepancy is recorded as a finding. It may reflect a valid internal delegation not filed at the RCS, or it may indicate a signature by a person without registered authority. The report identifies the gap; it does not resolve it by assumption.
Why does the report state where the chain stops? Because an incomplete chain presented as complete is a more dangerous document than one that names its ceiling. The report is a factual compilation. Where the source does not answer, the report says so.
Sources:
Registre de Commerce et des Sociétés (RCS Luxembourg) — https://www. registre.lu — verified 2026-10-01
Registre des bénéficiaires effectifs (RBE) — https://www.lbr.lu/rbe — verified 2026-10-01
Court of Justice of the European Union, joined cases C-37/20 and C-601/20 — judgment of 22 November 2022 — verified 2026-10-01
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm