Directors roles and responsibilities in Luxembourg

• Independent directors/Board members
• Senior management of AIFM
• Legal department
• Representatives of all sectors (fund industry, operating companies)

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/termination
  • 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 Delory is a partner specialising in corporate secretary, domiciliation, and paralegal services for asset managers and operational companies. Since beginning his career at PwC Luxembourg in 2010, he has developed extensive expertise in liquid and alternative investment structures. Florent supports clients with reporting obligations and governance strategies tailored to Luxembourg regulations. He leads the ILA Corporate Secretary committee in Luxembourg, engaging in market practice and regulatory discussions, and provides industry-specific training. His expertise includes governance best practices, Luxembourg filing obligations, and asset management, serving top-tier US and UK asset managers, multinational companies, and management firms.