Luxembourg: Corporate Governance

Luxembourg has strengthened its enforcement framework for the Register of Beneficial Owners and Trade and Companies Register, granting the Luxembourg Business Registers new administrative powers to monitor compliance and impose sanctions. Starting September 2026, entities with incomplete or inaccurate filings may face progressive penalties including daily fines, administrative deregistration, and potential dissolution.

The Luxembourg Business Register has launched an enforcement phase to monitor compliance with registration requirements, introducing a graduated system of penalties for entities with non-compliant records.

Luxembourg's business registers have entered an enforcement phase targeting companies that have failed to comply with RCS (Registre de Commerce et des Sociétés) and RBE (Registre des Bénéficiaires Effectifs) requirements. Non-compliant entities now face potential penalties and administrative actions as authorities intensify their regulatory oversight. Understanding these enforcement measures and compliance obligations is critical for businesses operating in Luxembourg's jurisdiction.

In the European Union's (EU) policy context, sustainable finance is understood as finance to support economic growth while reducing pressures on the environment to help reach the climate and environmental objectives...

The Government of Luxembourg has introduced a draft bill to allow SARLs and SARL‑S to defer payment of the EUR 12,000 minimum share capital for up to 12 months after incorporation.

On 16 December, the EU Parliament formally adopted the Omnibus I text, amending the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CSDDD).

On 19 June 2024, the European Parliament adopted Directive 2024/1619, known as the sixth Capital Requirements Directive (CRD VI), which was introduced by the European Commission almost three years ago, on 27 October 2021.

We have contributed to the GLI Initial Public Offerings 2024 Guide, presenting Luxembourg's favourable and stable legal framework for international IPOs.

Following numerous initiatives in the ESG field at the EU level, in November 2022, ESMA published its Consultation paper on Guidelines on funds' names...