RCS Luxembourg — the company register for KYB

In Luxembourg, the register tells you not just who the managers are but how they sign — and it will now tell you when a company’s own file is out of date. The Registre de commerce et des sociétés (RCS) is Luxembourg’s company register, governed by the amended Law of 19 December 2002 and run by Luxembourg Business Registers (LBR). For a payments firm onboarding Luxembourg companies, three features decide how an RCS extract should be read: the signing regime, the gap between filing and publication in the RESA, and the register’s own enforcement flags.

1. What the RCS is, and who runs it

Article 1 of the 2002 Law sets the register’s purpose: to collect, record and keep the information the law requires about registered persons, and to make it available to the public and administrations — expressly including for the fight against money laundering and terrorist financing. It adds that registered information must be adequate, accurate and current.

Article 2 places the RCS under the Minister of Justice, who entrusts its management to an economic interest grouping formed by the State, the Chamber of Commerce and the Chamber of Trades. That grouping is LBR, which also operates the RESA and the register of beneficial owners. The RCS is a publicity register, not an authorisation one: whether a firm may provide payment services is shown in the CSSF’s registers.

Article 1 lists who is registered: individual traders, commercial companies, EIGs and EEIGs, branches of foreign companies, civil companies, non-profit associations, foundations, special limited partnerships, common funds, securitisation funds and reserved alternative investment funds, among others. The breadth matters: many Luxembourg counterparties are funds or partnerships, and all of them appear on the same register.

2. What the file shows — including the signing regime

Article 6 lists what a commercial company must register. Beyond the name, legal form, registered office, corporate object, capital and dates of incorporation and financial year, two items matter most for KYB:

• Managers and signatories. Article 6, point 8, requires the persons authorised to manage, administer and sign for the company as legal representatives, with their signing regime (régime de signature), date of appointment, expiry of mandate and the corporate body they sit on.
• Shareholders of an Sàrl. For a société à responsabilité limitée and its simplified variant, points 6 and 6bis require the partners and the number of shares each holds. For an SA, shareholders are not on the RCS.

Article 11ter sets the identification data for each person registered: for individuals, name, date and place of birth, nationalities, country of residence and national identification number; for Luxembourg-registered entities, just the RCS number; for foreign entities, name, legal form, registration number and the name and country of the register.

3. One month to file, three days to register

Article 15 requires every registration or change to be filed within one month of the event that makes it necessary, by the registered person or its representative; the notary who drew up the deed may also file. Under Article 21(2), LBR must register within three working days of the filing, subject to accepting it. LBR carries out a summary legal check of what is filed and may refuse incomplete, inaccurate or non-compliant filings. The filer then has fifteen days to regularise.

Article 22-2 requires filed acts to be in French, German or Luxembourgish; a translation into any official EU language can be filed and published voluntarily, but only alongside the mandatory version. If you work from an English translation, the original governs.

4. The RESA, and when a change binds you

Since the Recueil électronique des sociétés et associations replaced the paper gazette, publications required by law are made on this central electronic platform (Article 19-2). Publication follows within fifteen days of filing, in full, by extract or by a mention of the filing, depending on what the law requires for that act.

Article 19-3 sets the opposability rule. Acts are opposable to third parties only from the day of their publication in the RESA, unless the company proves the third party already knew. Third parties can rely on acts not yet published. For operations before the sixteenth day after publication, the act cannot be used against a third party who proves it could not have known of it. If the published text differs from the filed one, the published version cannot be used against third parties, who may nevertheless rely on it.

Article 19-4 keeps every filed document in a per-entity file, with full or partial copies available for an administrative fee, certified as true copies unless the requester waives certification. For a file that must prove the content of a filing to a third party, ask for the certified copy.

5. Annual accounts on the RCS

Article 75 requires companies to file their annual accounts, once approved, with the RCS within one month of approval and no later than seven months after the financial year-end. For the main company forms, Article 79 adds that the approved accounts, the management report and the auditor’s report are published in the RESA by a mention of the filing, within the same window. The management report may instead be held available at the registered office.

For a payments firm, filed accounts are the quickest way to test whether expected volumes fit the company’s scale. Many Luxembourg holding and financing vehicles have large balance sheets and no operating revenue; that is normal for the structure, but it should match what the customer says it will use the account for.

6. The “file not up to date” flag, and strike-off from the register

Article 19-6 is the provision most onboarding procedures have not caught up with. LBR monitors registered data and may ask the entity to justify any entry. Where it finds data that is wrong or out of date, a missing required entry or a missing filing, it sends a registered letter requesting an update. If the entity has not regularised within 30 days, LBR may:

• show on its website, from the first day of the second month after its request, that the entity’s file is not up to date or shows breaches;
• issue certificates recording the breaches, from the third month;
• impose a daily penalty of €40 from the seventh to the ninth month;
• strike the file off the register from the twelfth month — without dissolving the entity or ending its legal personality.

Regularisation lifts the website flag, the certificates and the strike-off, subject to increased filing fees. Separately, the Law of 28 October 2022 created an administrative dissolution procedure without liquidation run by LBR; its opening and closing are registered under Article 13.

A struck-off file therefore does not mean a dissolved company. It means a company that has stopped keeping its public record current, which is itself a finding.

7. Where the RCS sits in a Luxembourg AML file

Under CSSF Regulation 12-02 and the Law of 12 November 2004, verifying a legal-person customer means confirming its existence, legal form, powers of representation and managers from reliable, independent sources. The RCS covers all four. It does not cover beneficial ownership, which comes from the RBE and the customer’s own records. For Sàrls, the shareholders on the RCS give you a free cross-check against the RBE declaration.

8. Three scenarios from a Luxembourg onboarding queue

Scenario 1 — one manager signing where two are needed. Facts: an Sàrl with two managers applies; the application is signed by one of them. Rule: Article 6, point 8 — the RCS records the signing regime. What the analyst does: reads the regime on the extract. If the managers sign jointly, a second signature or a board-granted special power is required. Outcome: the file shows authority matching the register, not the applicant’s belief about it.

Scenario 2 — a manager removed but still on the register. Facts: the customer tells you a manager left last week; the RCS and RESA still show them. Rule: Articles 15 and 19-3 — one month to file, publication within fifteen days, opposability from publication unless you knew. What the analyst does: stops accepting that person’s instructions immediately, because you now know. Records the notice and sets a follow-up for the filing. Outcome: no instruction from the departed manager is processed, whatever the register still shows.

Scenario 3 — a customer flagged as not up to date. Facts: periodic review finds the RCS page marked as not up to date; the last filed accounts are two years old. Rule: Articles 75 and 19-6. What the analyst does: asks the customer for the missing accounts and the reason for the gap, and diarises the Article 19-6 timeline. Outcome: if the file is later struck off, the company still exists but its public record cannot be relied on; the account is reviewed on documents obtained directly.

9. What to do, today

• Capture the signing regime and mandate expiry, not just the list of managers.
• Date changes by RESA publication, and treat customer notice as knowledge from the day received.
• Check the Article 19-6 flag on every refresh.
• Test accounts against the seven-month deadline.
• Cross-check Sàrl shareholders against the RBE declaration.
• Rely on the original-language filing, not a translation.

Related: RBE — the Luxembourg beneficial owners register · CSSF Regulation 12-02 · Handelsregister — the German company register · CRO — the Irish company register