The Luxembourg Registre de Commerce et des Sociétés (RCS) records every director appointment and revocation for SA, SARL, SCA and SE entities. Control over a Luxembourg company is visible at the director layer from the moment of filing. The beneficial owner layer sits in a separate register — the Registre des bénéficiaires effectifs (RBE) — whose access conditions changed materially after the CJEU ruling of November 2022.
Both layers are examined in sequence. The ceiling of what the sources allow is stated before payment.
What the RCS showsDirectors by full name, appointment date, mandate scope and revocation date. Source: Registre de Commerce et des Sociétés (Luxembourg Business Registers) · verified 2026-10-01 What the RBE showsBeneficial owner identity, nationality, month and year of birth, country of residence, and nature and extent of interest — subject to access conditions. Source: Registre des bénéficiaires effectifs (LBR) · verified 2026-10-01 Access condition — RCSPublic access without demonstrated interest. Filed documents retrievable per entity. Access condition — RBEAccess requires demonstration of legitimate interest or professional status following CJEU C-37/20 (November 2022). Public unrestricted access is no longer available. Shareholder registerSARL: Gesellschafterliste equivalent filed at RCS, publicly retrievable. SA: share register held at registered office, not publicly filed.The RCS filing for each Luxembourg entity contains the current board composition and the historical sequence of appointments. Each director entry states the full name, date of birth, professional address, date of appointment, and — where applicable — date of revocation or resignation.
The mandate scope is recorded: sole signatory, joint signatory, or limited authority. This distinction matters when assessing who can bind the entity without co-signature.
For SA structures, the board may include both executive and non-executive directors. The RCS distinguishes these where the filing specifies them. For SARL structures, the gérant is the operative equivalent; the filing records whether the gérant is a natural person or a corporate entity.
Where a corporate director is appointed, the RCS records the corporate director's registration number and jurisdiction. The natural person ultimately exercising that mandate is not visible in the RCS at that level — it requires a separate inquiry into the corporate director's own filing.
Revocation dates are filed promptly in Luxembourg practice. A director who resigned six months ago will show a revocation date in the RCS. A director whose revocation has not yet been filed remains on record as current, regardless of internal corporate decisions.
Source: Registre de Commerce et des Sociétés (Luxembourg Business Registers) · verified 2026-10-01
Luxembourg company law treats shareholder disclosure differently by legal form.
For SARL entities, the list of associés with their respective shareholding percentages is filed at the RCS and is publicly retrievable. Transfers of shares must be recorded; the filed list reflects the position as of the most recent update. A gap between the filing date and the inquiry date represents a period during which transfers may have occurred without yet appearing on record.
For SA entities, shares may be in bearer or registered form. Registered shares are recorded in the share register held at the company's registered office. That register is not publicly filed at the RCS. Bearer shares were dematerialised under Luxembourg law by 2014; the custodian holding dematerialised bearer shares is not publicly identified in the RCS.
For SCA structures, the commandité (general partner) is named in the RCS. The commanditaires (limited partners) are not publicly disclosed in the same filing.
The practical consequence: for SA and SCA structures, the RCS establishes the director layer with precision. The shareholder layer requires access to documents held outside the public register.
Source: Registre de Commerce et des Sociétés (Luxembourg Business Registers) · verified 2026-10-01
Luxembourg transposed the Fourth and Fifth Anti-Money Laundering Directives through the law of 13 January 2019, creating the RBE. Every Luxembourg entity subject to the law must file the identity, nationality, date of birth (month and year), country of residence, and nature and extent of the beneficial interest of each UBO holding 25% or more, or exercising control by other means.
The CJEU ruling in Joined Cases C-37/20 and C-601/20 (22 November 2022) held that unrestricted public access to UBO registers is incompatible with the Charter of Fundamental Rights. Luxembourg suspended general public access to the RBE following that ruling.
Access to the RBE is now conditional. Competent authorities, obliged entities conducting AML due diligence, and persons demonstrating a legitimate interest may access the register. The definition of legitimate interest and the procedural steps for demonstrating it are set by Luxembourg law and administered by the Luxembourg Business Registers.
What this means for an external applicant: the RBE data exists and is maintained. Retrieval by a professional acting under AML obligations, or by a party that can document legitimate interest, is the operative access path. The data fields — identity, nationality, birth period, country of residence, nature and extent of interest — are defined by law and must be filed.
Where the RBE filing is incomplete or where the declared UBO is itself a legal entity, the chain does not resolve to a natural person at the RBE level alone.
Source: Registre des bénéficiaires effectifs (Luxembourg Business Registers) · verified 2026-10-01
Three divergence patterns appear regularly in Luxembourg entity analysis.
Director versus shareholder control. The RCS may show a director with full signatory authority whose name does not appear in the SARL associé list. This is not a contradiction — it reflects a management structure where control is exercised through the directorship rather than through equity. The two layers must be read together.
RBE filing versus RCS shareholder list. The declared UBO in the RBE may differ from the largest shareholder shown in the SARL associé list. This occurs where the UBO exercises control through means other than direct shareholding — through a shareholders' agreement, through a right to appoint directors, or through a chain of intermediate entities. The RBE filing is the entity's own declaration; the RCS list is the filed corporate record. A discrepancy between the two is itself a finding.
Mandate on record versus mandate in practice. A director shown as sole signatory in the RCS may operate under internal restrictions not visible in the public filing. Shareholders' agreements and board resolutions are not filed at the RCS. The RCS establishes the formal authority; it does not establish whether that authority is exercised subject to undisclosed conditions.
Each of these divergences is documented in the report with the source and the date of each filing.
The RCS establishes the director layer with high precision for all Luxembourg legal forms. The shareholder layer is fully visible for SARL entities and partially visible for SA and SCA entities.
The RBE establishes the declared beneficial owner layer. Access requires demonstration of legitimate interest or professional AML status. Where access is granted, the data fields are defined and mandatory. Where the declared UBO is a legal entity rather than a natural person, the chain does not resolve within the RBE alone.
The following cannot be established from public sources alone:
The report states, at each point, which source was consulted, what it returned, and where the chain stops.
| Tier | Price | What is included | Not included |
|---|---|---|---|
| Signal | €1,350 | RCS extract: current directors, mandate scope, appointment and revocation dates. SARL associé list with shareholding percentages. Legal form and registered office. | RBE beneficial owner layer. SA share register. Corporate director chain. Filed financial statements. |
| Standard | €2,850 | Everything in Signal. RBE access attempt with legitimate interest documentation. Corporate director chain one level up. Filed annual accounts where available. Divergence analysis between RCS and RBE layers. | Multi-level UBO chain beyond first corporate layer. Shareholders' agreement content. Notarial deed analysis. |
| Extended | €6,300 | Everything in Standard. Full UBO chain to natural person across intermediate jurisdictions. Cross-reference of RBE declaration against RCS shareholder list and filed accounts. Analysis of mandate scope against available board resolutions. Written summary of control structure with source citations. | Legal qualification of findings. Advice on enforceability of shareholder rights. Representation before Luxembourg authorities. |
Does the Luxembourg RCS show the beneficial owner? The RCS shows directors and, for SARL entities, the list of associés with shareholding percentages. The beneficial owner register is a separate instrument — the RBE — maintained by Luxembourg Business Registers. The two registers are distinct; neither substitutes for the other.
Can an external party access the RBE after the 2022 CJEU ruling? Access is conditional. Obliged entities conducting AML due diligence and persons demonstrating legitimate interest may access the RBE under the conditions set by Luxembourg law. The procedural path for demonstrating legitimate interest is defined by Luxembourg Business Registers. General unrestricted public access is no longer available.
What does the SARL associé list show? The filed list shows each associé by name, with the number of parts sociales held and the corresponding percentage of the share capital. It reflects the position as of the most recent filing. Transfers that have occurred after the last filing date are not yet on record.
What happens when the declared UBO is a legal entity? The RBE records the legal entity as the declared UBO where the filing has been made in that form. The natural person behind that legal entity is not resolved within the RBE. Tracing the chain requires a separate inquiry into the intermediate entity's own jurisdiction.
Does a director shown in the RCS have authority to bind the company? The RCS records the formal mandate — sole signatory, joint signatory, or limited authority. Internal restrictions on that authority, such as those contained in shareholders' agreements or board resolutions, are not filed at the RCS and are not visible in the public record.
What is the difference between the Signal and Standard tiers for Luxembourg? Signal establishes the director and SARL shareholder layer from the RCS. Standard adds the RBE access attempt, the corporate director chain one level up, and the divergence analysis between the two registers. The divergence analysis is the operative addition: it documents where the two records agree and where they do not.
Sources: - Registre de Commerce et des Sociétés (Luxembourg Business Registers) — https://www.lbr.lu — verified 2026-10-01 - Registre des bénéficiaires effectifs (Luxembourg Business Registers) — https://www.lbr.lu/rbe — verified 2026-10-01 - CJEU Joined Cases C-37/20 and C-601/20, judgment of 22 November 2022 — https://curia.europa.eu — verified 2026-10-01 - Luxembourg Law of 13 January 2019 on the register of beneficial owners — 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