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.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
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.
Member of
Affiliations & réseaux professionnels
Free guide · PDF
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Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
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The firm referenced and cited
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Let’s talk about your matter
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