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. The firm advises directors and frames their status.
In short
The director or manager of a Luxembourg company has extensive powers but incurs civil, even criminal, liability for mismanagement or breach of the articles or the law. Their capacity and presence also count for substance. Cerno Law Firm frames their status.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
Status and liability of the company director in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | Announced fees. Fixed advisory fee or on a matter basis for disputes. |
| Indicative timing | Quick advice; disputes follow the timetable of the competent court. |
| Documents required |
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| Deliverables |
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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.
Status and liability of the company director in Luxembourg: when should you call on the firm?
You are (or are becoming) a director of a Luxembourg company.
Your powers and your liability must be clearly defined.
What happens if you do nothing?
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 does the firm step in?
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.
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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 the anti-abuse rules in force.
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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 4,7/5
- 81 Google reviewsRead reviews
Expertise & 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
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What our clients say
Selected excerpts from public reviews. Consult the Google listing for all ratings and comments; a testimonial does not guarantee a legal outcome.
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.F. P.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.N. W.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.T.They talk about us
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