Compliance & governance
Company director and manager in Luxembourg
The director or manager of a Luxembourg company holds extensive powers but incurs civil, and even criminal, liability in the event of mismanagement, breach of the articles of association or of the law. Their capacity and their presence also count towards substance (ATAD III). The firm advises directors and frames their status.
Accepting a directorship is not a trivial step: powers, the duty of care and personal exposure must be understood and framed.
Cerno Law Firm secures the director's status, their powers and their protection, and assists them if they are held liable.
The need
You are (or are becoming) a director of a Luxembourg company.
Your powers and your liability must be clearly defined.
The risk
Personal liability for mismanagement, being held liable in the event of difficulties, exposure to the company's insolvency.
A poorly framed mandate exposes the director.
How we help
Defining the powers and the governance in the articles of association, advice on the director's duties and protection, assistance in the event of a dispute.
Taking substance into account for directors of holding companies.
Practice areas
When to call on the firm
- Frame the status and the powers of a director.
- Assess and limit management liability.
- Manage a removal or a governance conflict.
- Ensure the substance of a directorship.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Articles of association and governance chart
- • Mandate and delegations of authority
- • Elements of the dispute where relevant
Deliverables
- • Framework of powers and duties
- • Advice on the director's protection
- • Assistance if held liable
Indicative timing
Quick advice; disputes follow the timetable of the competent court.
Announced fees
Fixed advisory fee or on a matter basis for disputes.
FAQ
Frequently asked questions
What is the liability of a director in Luxembourg?
The director answers for mismanagement and for breaches of the articles of association and of the law; their liability may be invoked by the company, the shareholders or third parties, and is aggravated in the event of insolvency.
Can a director be removed?
Yes, subject to the statutory and legal conditions; a wrongful removal may, however, give rise to compensation. The firm secures these situations.
Does the director count towards substance?
Yes. For holding companies, the director's qualification and genuine presence in Luxembourg are an element of substance in light of ATAD III.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.