Is a director mandatory in Luxembourg?
Yes, every company must appoint one or more directors depending on its legal structure.
What does an independent director do in Luxembourg?
An independent director provides board-level oversight, governance discipline, and strategic judgement for a Luxembourg company. The role includes participation in board meetings, review of decisions, oversight of financial reporting (Lux GAAP or IFRS), AML/CFT monitoring, and coordination with counsel, auditors, and corporate service providers. The director must be genuinely independent and available — not a nominal function.
What compliance obligations apply to independent directors in Luxembourg?
Luxembourg independent directors are subject to multiple regulatory requirements: the AML/CFT framework (Law of 12 November 2004), CSSF Circulars on governance (notably 12/552 and 18/698), conflict of interest rules under Luxembourg company law (Art. 441-7), GDPR for personal data processed during mandates, and fit & proper requirements. FATCA and CRS may also apply depending on the entity's shareholder composition and jurisdiction exposure.
How are independent director fees calculated in Luxembourg?
Fees are generally determined by entity type, governance complexity, meeting frequency, risk profile (including AML/CFT classification), and additional scope items such as committee work, multi-entity oversight, or special situations. Use the fee simulator and 60-second quote tool on this page to obtain a structured range. Annual fees typically range from €12,000 for simple SPVs to €70,000+ for regulated or complex structures.
What is the KYC/AML process before accepting a directorship mandate?
Before accepting any mandate, a full KYC/AML screening is conducted: identification and verification of Ultimate Beneficial Owners (UBOs), source of funds assessment, risk classification (standard / elevated / high), jurisdiction and sector risk review, and Enhanced Due Diligence (EDD) where required. This process is non-negotiable and takes approximately 5–10 business days for standard structures, longer for elevated-risk entities.
Can you act as director for SPVs and holding companies?
Yes, mandates can cover SPVs and holding structures subject to conflict checks, scope validation, and completion of KYC/AML documentation.
The mandate must allow for real oversight, genuine board availability, and clear governance responsibilities. Structures with unresolved conflicts, incomplete UBO transparency, or requests for nominal functions are declined.
Do you accept urgent directorship appointments?
Fast-track onboarding may be possible depending on KYC/AML documentation completeness, timeline, and risk profile. Urgent requests (≤ 72 hours) require complete corporate documentation, a pre-built KYC file, and a clear governance scope. Urgency premiums apply. All requests are assessed case by case regardless of urgency.
What information is required to onboard an independent director?
Typically required: full ownership transparency and UBO certificate, corporate documents (articles, shareholder register, minutes), governance context and board calendar, KYC/AML files for all beneficial owners, service provider list (auditor, CSP, legal counsel), and the expected scope of oversight. Law firm coordination is often recommended to accelerate the process.
Can a foreigner be a director?
Yes, but without Luxembourg presence, tax residency and substance may be challenged.
What are director liabilities?
Directors are liable for:
- Mismanagement
- Breach of fiduciary duties
- Non-compliance with legal obligations
