Companies, partnerships, sole traders, associations and foundations in Luxembourg are entered in the Registre de commerce et des sociétés, RCS (Trade and Companies Register), which operates under the authority of the Minister of Justice and is managed by Luxembourg Business Registers (LBR), an economic interest grouping formed by the Luxembourg State, the Chamber of Commerce and the Chamber of Skilled Trades and Crafts. Filings are published in the Recueil électronique des sociétés et associations, RESA (Electronic Compendium of Companies and Associations), which can be consulted online free of charge and without any login. The one part of the system that is no longer open to the public is the beneficial ownership register, closed to general access after a Court of Justice judgment in which Luxembourg itself was the defendant.

The official company register in Luxembourg

The register is the Registre de commerce et des sociétés, RCS (Trade and Companies Register). It is described by the Ministry of Justice as the official directory of all natural and legal persons carrying on trade, together with the other entities covered by the loi du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises — non-profit associations, foundations, civil companies and public establishments. Company law itself rests on the loi modifiée du 10 août 1915 concernant les sociétés commerciales. The register is published at lbr.lu, where the search for a registered person is available at the RCS consultation service.

Luxembourg keeps one register for legal entities and for individual entrepreneurs alike. An entreprise individuelle (sole proprietorship) carrying on a commercial activity is registered in the same RCS as a société anonyme, receives an RCS number and appears in the same public search. There is no separate list of sole traders.

Three instruments belong to the same system and are administered by LBR:

  • RCS — the register itself, holding the entries and the documents filed by each registered person.
  • RESA — Recueil électronique des sociétés et associations (Electronic Compendium of Companies and Associations), the official electronic gazette in which filings are published. Once annual accounts are deposited with the RCS, a mention of the deposit is published in RESA on the same day or on a date chosen in advance by the filer within fifteen days. Consultation of RESA is online, in free access, with no authentication required and no charge.
  • RBE — Registre des bénéficiaires effectifs (Register of Beneficial Owners), in which registered entities declare the natural persons who ultimately own or control them.

A practical consequence of this architecture is that a Luxembourg entity leaves two public traces: the register entry with its file of deposited documents, and the chronological publication in RESA. The second is what makes the history of a Luxembourg company followable without ordering anything.

Legal forms that can be registered in Luxembourg

Sole proprietorship and partnerships:

  • Entreprise individuelle (Sole proprietorship, self-employed person) — a natural person trading on his own account, personally liable without limit; registered in the RCS where the activity is commercial.
  • Société en nom collectif, SENC (General partnership) — two or more partners trading under a common name, jointly and severally liable without limit for the partnership’s obligations.
  • Société en commandite simple, SCS (Limited partnership) — one or more general partners with unlimited liability who manage the business, together with limited partners liable only up to their contribution.
  • Société en commandite spéciale, SCSp (Special limited partnership) — a partnership without legal personality of its own, contractual and highly flexible; the standard vehicle for Luxembourg investment funds and private equity structures.

Capital companies:

  • Société anonyme, SA (Public limited company) — capital divided into shares, shareholder liability limited to the subscription, subject to a statutory minimum capital; the form used by large, listed and regulated businesses and by holding structures.
  • Société à responsabilité limitée, SARL (Private limited liability company) — capital divided into non-freely-transferable corporate units, a limited number of members, transfers to third parties subject to member approval. The most common Luxembourg company.
  • Société à responsabilité limitée simplifiée, SARL-S (Simplified private limited liability company) — the “one-euro company”, reserved to natural persons and to a defined range of activities, incorporated without notarial deed and subject to a reduced minimum capital.
  • Société par actions simplifiée, S.A.S (Simplified joint-stock company) — a recent Luxembourg form under the 1915 law: capital divided into shares, one or more members liable only up to their contribution, headed by a president with extensive powers, and deliberately subject to few mandatory operating rules so that the articles can shape governance and restrict share transfers.
  • Société en commandite par actions, SCA (Partnership limited by shares) — combines shareholders with at least one general partner who manages the company and is liable without limit; widely used for fund and family structures where control is to be kept with the manager.
  • Société européenne, SE (European company) — the EU public limited-liability form, able to transfer its registered office to another Member State; Luxembourg law additionally regulates employee involvement in an SE.
  • Société coopérative, SCOP (Cooperative company) — a company with a variable number of members pursuing their mutual economic promotion; it may also be organised as a société anonyme.
  • Société coopérative européenne (European cooperative society) — the EU cooperative form, for cross-border cooperative ventures.
  • Société civile (Civil company) — a non-commercial company used for joint ownership of assets, real estate and professional practice; registered in the RCS under the 2002 law.
  • Société d’impact sociétal, SIS (Societal impact company) — a company approved as pursuing a social or environmental purpose, with restrictions on profit distribution, taking the legal shape of an SA, SARL or cooperative.

Groupings, non-profits and foreign presence:

  • Groupement d’intérêt économique, GIE (Economic interest grouping) — a structure through which members pool part of their activity without pursuing profit for itself; Luxembourg Business Registers is itself constituted as a GIE.
  • Groupement européen d’intérêt économique, GEIE (European economic interest grouping) — the cross-border equivalent, in which members remain liable without limit.
  • Association sans but lucratif, ASBL (Non-profit association) — a membership body that may not distribute profit, registered in the RCS under the 2002 law.
  • Fondation (Foundation) — an endowed body without members pursuing a disinterested purpose, likewise registered in the RCS.
  • Succursale (Branch) — the Luxembourg establishment of a foreign company, registered in the RCS with the parent’s constitutional documents and the particulars of the persons who may bind it.

Information available from the register

Every registered person has a public file. The register entry identifies the entity by its RCS number and gives its exact name and any trade name, its legal form, its registered office, the date of constitution, the duration, the corporate object, the capital, the identity of the managers, directors, members of the management and supervisory bodies and of the statutory auditor or approved auditor, together with the extent of their powers to bind the entity, the persons authorised to represent a branch, and the current status of the entity, including dissolution, liquidation and closure.

Behind the entry sit the filed documents: the constitutive deed and the coordinated articles of association as amended, the deeds and minutes recording changes of name, object, capital, office and officers, the appointment and removal of managers and auditors, mergers, transfers of seat, dissolution and liquidation, and, for a branch, the parent company’s documents.

Annual accounts are filed and are public. Companies deposit their approved annual accounts with the RCS, and the deposit is announced in RESA. Not every filer’s accounts are published in the gazette, however: economic interest groupings, sole traders above the statutory turnover threshold, partnerships whose unlimited partners are not all capital companies, and branches of companies from outside the European Union are deposited without RESA publication, and companies below the statutory size thresholds may omit certain components such as the profit and loss account. Both routes are searchable through the register itself.

RESA is the second, and often the quicker, way in. It is consulted online in free access, with no authentication and no charge, and it carries the published notices of the whole population of Luxembourg companies and associations, so a change of director or an increase of capital can be dated precisely without ordering a certificate.

What the register does not disclose

Beneficial ownership is closed to the general public. Luxembourg was the jurisdiction in which the question was decided: in its judgment of 22 November 2022 in joined cases C-37/20 Luxembourg Business Registers and C-601/20 Sovim, the Court of Justice of the European Union held that access by the public at large to beneficial ownership data was a disproportionate interference with the rights guaranteed by Articles 7 and 8 of the Charter of Fundamental Rights. General public access to the RBE ended. Access was subsequently restored to the professionals subject to the amended anti-money-laundering law of 12 November 2004 on request to LBR, to holders of a professional journalist’s press card issued by the Conseil de presse under a convention signed on 20 December 2022, and to the competent national authorities through their own dedicated access. A private person with no such standing cannot look up the beneficial owner of a Luxembourg entity.

Not everything deposited is published either: the register itself notes that not all documents lodged are made public, and the accounts of the categories listed above reach the file without a gazette notice. Nothing in the register speaks to tax standing, which is a matter for the tax administration, or to sectoral authorisation, which for regulated activities is held by the Ministry of the Economy or the financial supervisor. And the register records who may legally bind an entity, not who economically stands behind it — for a SARL the members appear in the file, but for an SA the shareholder register is kept by the company.

Documents that can be obtained from the register

  • Extrait RCS (Extract from the Trade and Companies Register) — the official statement of the current entry: RCS number, name, legal form, registered office, object, capital, officers and their powers, and status. The everyday document for banks, notaries, tenders and cross-border transactions.
  • Acte constitutif (Constitutive deed) — the notarial deed or private instrument by which the entity was formed, showing founders, initial capital and first officers.
  • Statuts coordonnés (Coordinated articles of association) — the consolidated current version of the articles after all amendments; the document to read before relying on a signature or a shareholder resolution.
  • Actes et procès-verbaux modificatifs (Amending deeds and minutes) — the filings behind each registered change: capital increases, changes of name, object or office, appointments and resignations, mergers and transfers of seat.
  • Comptes annuels (Annual accounts) — the balance sheet, profit and loss account and notes as approved and deposited, with the management report and the auditor’s report where these are required; the basis of any credit assessment.
  • Publications au RESA (Notices published in RESA) — the published text of every notice concerning the entity, freely consultable and forming its public chronology.
  • Documents relatifs à la succursale (Branch documents) — the constitutional documents and officer particulars of the foreign parent, filed on registration of a Luxembourg branch.
  • Actes de dissolution et de liquidation (Dissolution and liquidation deeds) — the resolutions and reports evidencing that an entity has been wound up and struck off, and when.
  • Extrait du RBE (Extract from the Register of Beneficial Owners) — available to the entity concerned and to the categories of applicant entitled since the 2022 judgment, not to the general public.

Frequently Asked Questions

What is the official business register in Luxembourg?

It is the Registre de commerce et des sociétés (RCS), under the authority of the Minister of Justice and managed by Luxembourg Business Registers, an economic interest grouping of the State, the Chamber of Commerce and the Chamber of Skilled Trades and Crafts. It is published at lbr.lu.

Is the Luxembourg register free to search?

Consultation of RESA, the electronic gazette in which register filings are published, is free and requires no authentication. The register itself can be searched for a registered person, while extracts and copies of deposited documents are chargeable services of Luxembourg Business Registers.

Are the accounts of Luxembourg companies public?

Yes. Approved annual accounts are deposited with the RCS and the deposit is announced in RESA. Some categories — economic interest groupings, larger sole traders, certain partnerships and branches of non-EU companies — are deposited without a gazette notice, and small companies may omit components such as the profit and loss account.

Can I look up the beneficial owner of a Luxembourg company?

Not as a member of the public. After the Court of Justice judgment of 22 November 2022 in the joined Luxembourg Business Registers and Sovim cases, general public access to the RBE ended. Access is available to professionals under the anti-money-laundering law, to accredited journalists and to the competent authorities.

Are sole traders registered in Luxembourg?

Yes. An entreprise individuelle carrying on a commercial activity is entered in the same RCS as a company, so a self-employed trader can be verified with a register extract exactly like a société anonyme.

What is an SCSp and why is it everywhere in Luxembourg?

The société en commandite spéciale is a special limited partnership without legal personality of its own, whose internal arrangements are almost entirely a matter for the partnership agreement. That flexibility, combined with tax transparency, has made it the standard vehicle for investment funds and private equity structures established in Luxembourg.

Sources

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