New filing format and requirements with the Luxembourg Trade and Companies’ Register

New RCS registration forms

The filing requisition forms in the current PDF format will soon be replaced by forms to be completed directly online in HTML format – similarly to the format already used for filings with the Luxembourg Register of Beneficial Owners – providing a more user-friendly interface for the filing process.

Registration of the Luxembourg national ID number for natural persons with the RCS

Any new filing introduced after 12 November 2024 and relating to an individual registered or to be registered with the RCS (e.g., a manager/director, a shareholder, an auditor, a daily manager) will require the provision of his/her Luxembourg national identification number (matricule or “NIN”). The NIN is a unique number allocated by the National Register of Natural Persons (Registre national des personnes physiques) in accordance with the law of 19 June 2013 relating to the identification of natural persons.

Who is concerned?

Any individual registered or to be registered with the RCS (e.g., a manager/director, a shareholder, an auditor, a daily manager) is concerned, with the exceptions of (i) an individual who is a judicial representative appointed in the context of a procedure registered in the RCS and (ii) an individual who is an agent of a company governed by foreign law which has opened a branch in the Grand Duchy of Luxembourg.

How can the NIN be obtained?

1. Individuals who live or work in Luxembourg most likely already have an NIN that can be registered with the RCS; no supporting document will need to be provided. To note that the RCS will check the consistency between the information included in the filing requisition (last name(s) and first name(s)) and the information appearing in the National Register of Natural Persons (Registre national des personnes physiques).

2. Individuals who do not yet have an NIN will need to apply for one through the RCS. The following supporting documents will have to be provided:

• Last name(s) and first name(s) as they appear on their identity card or passport;

• Date, place and country of birth;

• Gender (male, female, “unknown”);

• Nationality; and

• Personal address (street number, street name, postal code, city, country).

Information relating to gender, nationality and personal address will not be filed with the RCS but will be communicated to the State Information Technology Centre (Centre des technologies de l’information de l’Etat) to be registered with the National Register of Natural Persons (Registre national des personnes physiques).

The following supporting documents will also need to be uploaded on the RCS platform and attached to the application for a consistency check with the information provided:

• Copy of the concerned individual’s valid identity card or passport;

• If such information does not already appear on the identity card or passport, a proof of address dated less than 6 months, in French, German, Luxemburgish or English (otherwise a simple translation of the document in one of these languages will need to be provided as well), which can consist in:

  • a certificate of residence issued by the local authorities (or an official document from the regional authority responsible for confirming residential addresses);

  • a declaration on honour from the individual concerned stamped or countersigned by the regional authority responsible for confirming residential addresses, an embassy, a notary or a police station; or

  • if none of these documents can be produced : a water, electricity, gas, telephone or internet bill.

Certain documents will not be accepted as proof of address, such as a criminal record, an application to register on electoral rolls, a lease contract, a tax form, a bank statement, an insurance contract, an ‘Amazon’ invoice, a residence permit...

The NIN is not public. The individual for whom the request for an NIN is made must expressly confirm that the depositor who is making the request is authorised to receive the NIN as well: the NIN will then appear on the proof of filing sent by the RCS to the depositor. If not, the NIN will only be sent to the concerned individual by post at the personal address filed.

When must/can the NIN be filed or requested?

The NIN:

• must be filed or requested at the time of the registration of a newly incorporated company with the RCS or at the time of a filing relating to the concerned individual (e.g. renewal of mandate);

• can be requested at the time of a filing not relating to the concerned individual (e.g. filing of a transfer of registered office of a company); and

• can be requested at any other time on a voluntary basis for individuals who already appear in the file of a company registered with the RCS.

The Luxembourg Business Register has indicated that, whilst the NIN will only be required for any filing relating to an individual starting 12 November 2024, it will become mandatory to provide such number for any other filing with the RCS at the end of a transitional period which is yet to be determined. After this transitional period, the depositor will not be able to finalise any filing relating to a company without the provision of the NIN(s) of the individual(s) already registered in its file.

Is the request for an NIN free?

The Luxembourg Business Register stated that this procedure will be free in a first instance, implying that a fee will or may be charged later on without indication as to the amount or when such fee would be applied. 

Consistency of addresses filed with the RCS

Addresses filed with the RCS that are in the Grand Duchy of Luxembourg (e.g. address of the registered office of a company, personal or professional address of a representative) will need to be consistent with the addresses listed in the National Register of Localities and Streets (Registre National des Adresses).

Click here to access the public notice and here the guidelines, both published by the Luxembourg Business Register.

Should you have any question, please feel free to liaise with Alexander Koch, Emmanuel Lamaud, Benoit Serraf, Kim Tang, Amaury Bellac.

Authored by Alexander Koch, Emmanuel Lamaud, Benoit Serraf, Kim Tang, and Amaury Bellac.

Hogan Lovells (Luxembourg) LLP is registered with the Luxembourg bar.