Directors roles and responsibilities in Luxembourg

In today’s increasingly regulated and complex environment, directors serving on the boards of Luxembourg companies face heightened governance expectations and liability risks.

This training aims to provide a clear, practical understanding of the roles, duties and liabilities applicable to directors in the Luxembourg financial and corporate landscape. Designed specifically for board members, senior management, and legal or corporate teams, this session focuses on the unique governance challenges and responsibilities faced by directors responsible for regulated and unregulated entities.

By the end of this training, participants will be able to:

• understand the nature of a directorship mandate under Luxembourg law;
• identify the full scope of directors’ duties;
• recognise the limits of a director’s powers, including restrictions arising from the company’s articles of association, legal provisions, and governance frameworks;
• identify and manage conflict of interest situations in line with Luxembourg legal requirements and board governance expectations;
• apply best practices when exercising their duties;
• evaluate the different layers and types of directors’ liability;
• distinguish the specific responsibilities and limitations applicable to managers in partnership structures (e.g. SCS/SCSp), including the role of general and limited partners;
• understand how to mitigate the risks and liabilities;
• determine when and how delegation of powers may be used, and assess when a director remains personally liable despite such delegation.

• 1. Introduction
  • Legal basis
  • Who can be a director?
  • Board composition, mandate duration and formalities for appointment/temination
  • Luxembourg specificities
• 2. Roles and responsibilities of the board members
  • Directorship is a mandate
  • Limitation of the mandate
  • Directors’ main duties
  • Specificities of partnerships in terms of management
• 3. Liabilities
  • Civil liability
  • Criminal liability
  • Tax liability
  • Liability in case of bankruptcy
  • Layers of protections
• 4. Best practices

This training is coordinated by Florent Delory, Partner at PwC Luxembourg.

Florent is responsible for the governance services as well as company secretary, domiciliation and paralegal activities for asset managers and operational companies.

He assists clients in their reporting obligations and advises them on their governance strategy and oversight under Luxembourg specifics and requirements.

Florent is a member of the ILA Company Secretary committee in Luxembourg and therefore participates in discussions related to market practice and regulatory framework.