Beneficial ownership analysis of Luxembourg companies held by trust or foundation: LBR clarifies UBO identification and registration approach

On 19 August 2026, the Luxembourg Business Registers (LBR) issued Circular LBR 26/01 (Circular), which clarifies the approach to be followed to identify the beneficial owner(s) (UBO(s)) of a Luxembourg company held by a trust, fiducie[1] or foundation, subject to the amended law of 13 January 2019 establishing a Register of Beneficial Owners (RBE Law).

Reminder of the general rules

The Circular reiterates that any entity subject to the RBE Law is responsible for carrying out the necessary enquiries to identify its UBO(s), who must be natural persons.

The Circular further states that in principle, the UBO of a Luxembourg company is determined in accordance with Article 1, paragraph (7), letter (a) of the amended law of 12 November 2004 on the fight against money laundering and terrorist financing (AML Law).

Companies held by a trust, fiducie or foundation

The key clarification introduced by the Circular concerns Luxembourg companies held by a trust, fiducie or foundation. In such cases, the LBR clarifies a market practice that is already followed, according to which the UBO(s) of the relevant Luxembourg company to be reported in the RBE are the beneficial owners of the underlying trust, fiducie or foundation, determined by reference to Article 1, paragraph (7), letters (b) and (c) of the AML Law.

Accordingly, the following natural persons must be identified and registered in the RBE as UBO(s) of the concerned Luxembourg company:

• the settlor(s);

• the fiduciaire(s) or trustee(s)

• the protector(s), if any;

• the beneficiaries, or where the individuals benefiting from the legal arrangement or entity have yet to be determined, the class of persons in whose main interest the legal arrangement or entity is set up or operates;

• any other natural person exercising ultimate control over the fiducie or trust by means of direct or indirect ownership or by other means;

This means that several natural persons may need to be registered as UBOs of the relevant Luxembourg company.

Alignment with the EU AML Regulation

The LBR notes that this position is consistent with Article 55 of the EU AML Regulation[2]. Although this Regulation is not yet applicable, the LBR takes the view that its principles may be useful in guiding interpretation of the current framework.

What should affected companies do?

Companies held by a trust, fiducie or foundation should review and potentially amend their internal beneficial ownership analysis without delay, making sure it takes into account the Circular. Where necessary, they should then proceed with the necessary modifications to the UBO(s) registered with the RBE.

[1] NB: The Circular itself does not specifically mention the fiducie, but the latter is explicitly mentioned in Article 1, paragraph (7), letter (b) of the AML Law to which the Circular refers.

[2] Regulation (EU) 2024/1624 of the European Parliament and of the Council of 31 May 2024 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing