GOVERNANCE, 05Aut. 10077274 · 142 Boulevard de la Pétrusse, Luxembourg

Directorship services in Luxembourg, present, competent directors.

Directorship services give your Luxembourg structure directors with genuine powers and skills, who take decisions in Luxembourg and document governance, a pillar of ATAD substance. FSL provides directors and operational governance; the approval of fund officers is the CSSF's remit (fit & proper) and legal opinions are coordinated with our partner lawyers.

In short

Directorship services consist of providing a company with resident, qualified directors who exercise a genuine function: board participation, decision-making in Luxembourg, oversight and documentation. They reinforce the substance and governance of a holding, a SOPARFI or a fund.

Legal basis

The director function is governed by the amended law of 10 August 1915 on commercial companies. The expected substance derives from the ATAD directives (laws of 21 December 2018 and 20 December 2019). For regulated structures, governance follows the AIFM law of 12 July 2013 and CSSF circular 18/698.

Key takeaway

  • A directorship director exercises a genuine, not merely nominal, function.
  • Director presence and competence are decisive for ATAD substance.
  • FSL handles operational governance; reserved acts are coordinated with the lawyer.

Who this is for

  • Holdings and SOPARFIs needing defensible substance
  • International groups and multi-jurisdiction structures
  • Investment vehicles and funds (board, officers)
  • Family offices and wealth structures

What we do

  • Provision of resident, competent directors
  • Participation in and running of boards in Luxembourg
  • Documentation of decisions (minutes, board pack, registers)
  • Coordination with domiciliation and corporate secretarial
  • Calibration of substance to the risk profile

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FAQ

Frequently asked questions

What are directorship services?
The provision of qualified directors exercising a genuine function on the board of a Luxembourg company: decisions taken locally, oversight and documentation, in service of substance.
How does this relate to ATAD substance?
A director with genuine powers and skills, deciding in Luxembourg, is one of the key elements of defensible substance under the ATAD directives.
Do you offer directors for funds?
Yes, through our fund director offering. Approval of officers of regulated structures is, however, the CSSF's remit (fit & proper).
Is directorship a reserved legal act?
Holding a director mandate is not a reserved act; legal opinions and notarial acts, however, are coordinated with our partner lawyers and notaries.
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