Circular LBR 26/01: Who Is the Beneficial Owner When a Luxembourg Vehicle Is Held by a Trust?

Luxembourg Business Registers (”LBR”) has confirmed that a company held by a trust, fiducie or foundation must register the beneficial owners of the arrangement, not of the company.

On 19 August 2026, Luxembourg Business Registers (LBR) published Circular LBR 26/01, setting out how a Luxembourg entity held by a trust, fiducie or foundation should identify the beneficial owners it registers in the Registre des bénéficiaires effectifs (RBE). The answer is the one most administrators and fund lawyers were already applying: you report the beneficial owners of the underlying arrangement, not those of the company.

Arendt describes the Circular as confirming a market practice already followed. Harneys reads the position differently, noting that in the absence of specific instructions two approaches coexisted, and that filings varied accordingly, some limited to trustees and some falling back to local senior management. What has changed is that the position is now written down, and that a filing built only on the standard corporate ownership analysis is harder to defend.

What the Circular actually says

The general rule has not moved. Under Article 1(7)(a) of the amended Law of 12 November 2004, a beneficial owner is the natural person who ultimately owns or controls the entity through a sufficient percentage of shares, voting rights or ownership interest, or through control by other means. If no such person can be identified after all reasonable enquiries and there are no grounds for suspicion, the senior managing officials are registered as a fallback.

The Circular carves out an exception for one scenario. Where the registered entity is held by a trust, fiducie or foundation, the persons to be reported are the beneficial owners of that arrangement, determined under Article 1(7)(b) and (c). This means the usual company level ownership analysis is not applied, and the senior managing official fallback does not come into play. Instead, the trust and foundation categories apply on their own terms: a settlor or protector is reported because they hold that role, not because they meet an ownership or control threshold at the level of the company.

The persons to be registered are:

• the settlor or settlors
• the fiduciaire or trustee
• the protector, if there is one
• the beneficiaries, or where they are not yet determined, the class of persons in whose main interest the arrangement is set up or operates
• any other natural person exercising ultimate control, by direct or indirect ownership or by other means.

In practice this means several natural persons may need to be registered for a single vehicle, and the "nature and extent of the beneficial interest" field should describe the actual role rather than carry a generic label.

What the Circular does not do

It is guidance on registration practice, not a legislative amendment. Harneys makes the point plainly: this is LBR's administrative position for a specific filing scenario, without legislative force, and it remains subject to interpretation by the courts. It is also not a finding that the earlier analytical approach was unlawful. The entity remains responsible for conducting the enquiries and for the accuracy of what it files.

LBR points to Article 55 of Regulation (EU) 2024/1624 (”AMLR”) as supporting its reading. That AMLR is not the legal basis for the current RBE obligation and does not yet apply to it. The reference is best read as an indication of where the EU framework is heading before the it becomes applicable on 10 July 2027. Read more about the new EU’s AML Regulation Package here.

What this means for fund managers and administrators

Two things follow. If you manage or administer a Luxembourg vehicle held by a trust or foundation, the filing should be reviewed against the trust or foundation categories, and the revised internal analysis should be documented. Where a change is required, A&O Shearman notes that the amending declaration is due within one month of becoming aware of it, so this is not a task to park. Publication of the Circular does not automatically mean every existing filing must be amended; the outcome depends on the structure.

The second consequence is for anyone running due diligence rather than filing. If you rely on RBE extracts when onboarding a Luxembourg investing entity, expect to see more names and role-based descriptions where a trust sits above the vehicle, rather than a trustee alone or a senior managing official. The Circular governs the entity's filing obligation, not your customer due diligence obligation, but a divergence between the register and your own KYC file is exactly the kind of inconsistency a supervisor will ask about.

How Vestlane Supports This

Vestlane's investor onboarding already collects beneficial ownership information at the level of the underlying arrangement where an investing entity is held by a trust, fiducie or foundation, capturing settlor, trustee, protector and beneficiary details rather than stopping at the registered shareholder.

If you are reviewing how your onboarding captures trust-held structures, we are happy to show you how it works in practice.