Directors’ Duties in Luxembourg

>> Board Requirements in Luxembourg

In accordance with the Articles of Association (AOA) the minimum number of directors that may be appointed is one (1).

There are no legal requirements regarding the maximum number of directors that may be appointed, the number is therefore unlimited.

The directors do not need to be resident in Luxembourg or have Luxembourg citizenship. However, it is recommended to appoint some resident directors to strengthen the substance of the Luxembourg establishment which may be of particular importance for holding structures and tax reasons.

There is no maximum duration for the appointment of a director, the shareholders have full discretion to determine the length of their term. If their term does expire, directors are eligible for reappointment.

There are no qualifying requirements for directors, the Company is free to appoint whoever they choose. However, where the director is a natural person, it is necessary that they are of full legal capacity, i.e. minors (those under 18 years), those deemed as legally incapacitated and persons declared personally bankrupt are not eligible.

Directors may or may not be employees, it is entirely up to the Company to determine this.

The board of directors should elect a Chairman, and should there be a need, a Vice Chairman. They may also choose a secretary who shall be responsible for keeping the minutes of the meetings of the board of directors.

Restrictions

Directors that have contributed to the bankruptcy of a Company due to gross negligence (i.e. by committing a characterised and serious offence), and who consequently have been prohibited by a commercial court from exercising the function of a director, are barred from being appointed as  a director.

De facto directors

Luxembourg law also recognises de facto directors who are not officially provided with a corporate mandate, but who in fact and in reality manage the Company by carrying out all of the functions that are supposed to be performed by a regular director.

A person is considered to be a de facto director if he/she appropriates the powers of the de jure directors or substitutes himself/herself for the corporate organs by taking decisions capable of binding the Company. Such an intrusion is considered to be unlawful and may expose the respective de facto director to both civil and criminal sanctions.

Companies as Directors

It is possible to appoint a legal entity as a director however there must be a permanent representative to represent the entity. Please note that this representative will incur the same obligations and civil and criminal liabilities as a natural director


Latest version updated 4th April 2018

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