GOVERNANCE, 07Aut. 10077274 · 142 Boulevard de la Pétrusse, Luxembourg

Fund director in Luxembourg, vehicle governance and substance.

A fund director sits on the board of a Luxembourg investment vehicle and oversees its governance and substance, in liaison with the manager (AIFM / management company). 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.

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In short

A fund director is a board member of an investment vehicle (RAIF, SCSp, SICAV-SIF, SICAR) or of its general partner. They contribute to governance, oversight of delegates and documentation of decisions. For regulated structures, officers are subject to the CSSF's fit & proper assessment.

Reviewed by Mickaël LOCManaging Director · Licensed fiduciary 10077274 · Updated 2026ProfileLinkedIn
Legal basis

Governance of vehicles managed by an authorised manager is framed by the AIFM law of 12 July 2013 and CSSF circular 18/698 (governance and substance of IFMs). The director function is governed by the law of 10 August 1915.

Key takeaway

  • A fund director exercises genuine oversight of delegates.
  • Governance follows the AIFM law and CSSF circular 18/698.
  • Approval of officers of regulated structures is the CSSF's remit.

Who this is for

  • Promoters of RAIFs, SCSps and alternative funds
  • General partners of fund structures
  • Management companies and AIFMs seeking directors
  • Institutional investors requiring robust governance

What we do

  • Director mandate on the fund or GP board
  • Oversight of delegates (AIFM, administration, depositary)
  • Documentation of decisions and boards held in Luxembourg
  • Coordination with AIFM / management company support
  • Contribution to substance and the control framework

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FAQ

Frequently asked questions

What is a fund director?
A board member of an investment vehicle or its general partner, who contributes to governance and oversees delegates (manager, central administration, depositary).
Is approval required to be a fund officer?
For regulated structures, officers undergo a fit & proper assessment by the CSSF. FSL provides experienced directors and coordinates the file.
How does this differ from a SOPARFI director?
The context differs: a fund involves regulated delegates, investors and an AIFM / CSSF framework, whereas the SOPARFI falls under ordinary company law.
Do you work with our AIFM?
Yes. We coordinate with the management company / AIFM and central administration, in connection with our AIFM support offering.
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