Directors and nominee directors in Luxembourg
Directors and Nominee Directors in LuxembourgUpdated on Tuesday 16th April 2019
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With a vast experience in corporate matters, our lawyers in Luxembourg can offer information on the duties and responsibilities of company directors in the Grand Duchy. We also offer nominee director services in Luxembourg.
Appointing directors for private and public companies in Luxembourg
According to the Company Law in Luxembourg, both private and public companies are required to have directors or managers. The law also provides for the directors for other types of business forms in Luxembourg. The following requirements must be met for companies in Luxembourg:
- in the case of a private company, at least one director who can be a natural person or a corporate entity is required;
- in the case of a public company, at least three directors must be appointed; they can be natural persons or corporate entities;
- in the case of a simplified private limited liability company, the director or directors must be natural persons;
- in the case of a general partnership, both members in the business entity can act as managers or directors;
- in the case of a limited partnership, the general partner will have director or manager rights in the business;
- there are no director requirements when it comes to setting up a sole proprietorship in Luxembourg.
Special attention must be paid to the management of public companies in Luxembourg when appointing other companies as directors. These must nominate or delegate a person to represent the corporate director. The representative can be a Luxembourg resident or citizen. The public company can also appoint a board of directors and a supervisory board as management.
Directors of public companies in Luxembourg can be appointed for a maximum period of 6 years.
Our attorneys in Luxembourg can offer more information on how company directors are appointed in the Grand Duchy.
Directors in Luxembourg
Nominee directors in Luxembourg
Shareholders acting as company directors in Luxembourg
Under the Commercial Law, shareholders can also act as directors in the companies they own. The following conditions must be respected when the shareholders take on the role of Luxembourg company directors:
- - the shareholders can act as company directors in private companies without any special requirements;
- - in a simplified private limited liability company only natural persons who own shares in the business can also be directors;
- - there are no restrictions for the shareholders or a public company to also be the managers of the business;
- - in the case of a simplified joint stock company, the president can also be a shareholder in the company.
Other important aspects which need to be considered when it comes to directors of public companies in Luxembourg is that at least 3 of the members of the supervisory board must represent the interests of the company’s employees. This requirement applies in the case of public companies with more than 1,000 workers which are listed on the Stock Exchange and which benefit from state concessions.
Our Luxembourg lawyers can advise on the shareholders’ rights and duties towards a company.
How are company directors appointed/removed in Luxembourg?
The appointment of company directors in Luxembourg will be done before the business registration procedure begins. The names of the directors must be found in the company’s Articles of Association and in the Luxembourg Trade Register’s database. The director must also submit declarations of acceptance of their position in the companies upon the registration with the Companies Register.
When it comes to the removal of company directors in Luxembourg, the legal provisions are different and depend on the type of company. Special conditions for the removal or dismissal of company directors are usually stipulated in the company’s Articles of Association.
No matter the case, a Luxembourg company director can be removed for legitimate reasons and in accordance with the bylaws of the company.
In the case of public companies, the directors can be removed during the general meeting of the shareholders. Also, the decision of the shareholders in relation to the removal of a director must be unanimous.
Our lawyers in Luxembourg can explain how the dismissal and removal of company directors occur.
A director’s duties and responsibilities
Nominee director services in Luxembourg
As mentioned earlier, Luxembourg public companies must appoint a natural person to act as a company director when the management is ensured by a legal entity. You can appoint one of the lawyers in our firm in Luxembourg who can offer nominee director services and who will act in complete confidence and confidentiality.
We offer various fiduciary services in Luxembourg, including those of domiciliation agents.