Mickaël LOC/Directorship
Mandates · administrateur & gérant · Luxembourg

Directorship mandates. Held, not lent.

I accept a small number of Luxembourg director and manager mandates each year, as administrateur of a société anonyme or gérant of a société à responsabilité limitée. The office is exercised: files are read, positions are formed, decisions are minuted, and resolutions that cannot be defended are refused.

✓Establishment authorisation 10077275 — verify on the official register

Direct answer
An independent directorship mandate in Luxembourg is a statutory appointment as administrateur or gérant, granted by the shareholders and published in the RCS. It carries legal duties, personal liability and real decision-making power. It is the mechanism by which a Luxembourg company demonstrates that it is actually managed in Luxembourg, and it is what a bank, a tax authority or an acquirer will examine first.
Key facts
Offices accepted
Administrateur (SA), gérant (SARL), chair of the board, audit or risk committee member
Legal framework
Loi modifiée du 10 août 1915 concernant les sociétés commerciales
Regulated activities
Loi du 2 septembre 2011 réglementant l'accès aux professions d'artisan, de commerçant, d'industriel et à certaines professions libérales
Public credential
Luxembourg establishment authorisation No. 10077275, nine activities, verifiable on Guichet.lu
Fee basis
Fixed annual fee agreed in advance. No success fee, no transaction percentage, no equity. to confirm
Capacity
Deliberately limited so that each mandate receives real time. Current availability: to confirm
Contracting entity
Financial Services Accountant Luxembourg

Choosing a director is a risk decision, not a procurement decision

The instinct is to treat the appointment as an administrative box: someone has to sign, so find someone who will. That framing is where the cost is created. The office is the point at which a structure becomes defensible or becomes a liability, and the consequences of the wrong appointment surface late, in front of a bank, an auditor or an administration, when they are expensive to unwind.

The structure is treated as lacking substance

Where decisions are demonstrably taken outside Luxembourg, the effective place of management can be challenged, with consequences for tax residence and for access to treaty benefits.

Exposure: tax residence
The bank refuses or closes the account

Onboarding and periodic review look at who actually runs the company. A director who cannot be reached, cannot explain the file and has no local footprint is a red flag in the compliance file.

Exposure: banking access
The establishment authorisation is at risk

For regulated activities, the authorisation attaches to a manager who must exercise real, effective and permanent management. A dormant officer puts the authorisation itself in question.

Exposure: licence
The mandate becomes a personal liability

Directors carry personal exposure for management faults and for breaches of the company law or the articles. Appointing an officer without governance discipline transfers that risk to the shareholder in the end.

Exposure: personal liability

These are the four failure modes that recur. Each of them is preventable at the appointment stage and each of them is expensive after it.

What the mandate actually consists of

An entrepreneur does not need a director. They need a Luxembourg structure that survives contact with a bank's compliance team, an auditor's file review, a tax administration's question about effective management, and eventually an acquirer's data room. The mandate exists to produce that outcome, and everything in it is designed backwards from those four examinations.

  • A documented decision trail. Board and shareholder resolutions that are dated, minuted and coherent with the accounts, so that effective management in Luxembourg is evidenced rather than asserted.
  • A second reading before commitment. Financing, related-party transactions, distributions and material contracts reviewed before signature rather than explained afterwards.
  • A counterparty who can be reached. A named officer, resident, reachable, who answers a bank or a regulator in the same week and in the same language.
  • A defensible refusal. The value of a director is concentrated in the decisions they decline to take. That is the part that cannot be outsourced to a mailbox.
The distinction that matters

A nominee lends a name and stays out of the decision. A director takes the office and takes the consequences. Luxembourg supervisors, banks and courts have become considerably better at telling the two apart, and the structures built on the first model are the ones now being unwound.

Three mandate formats

The scope of the office is set at the outset and written down. It determines the exposure, the time, and therefore the fee.

01 · Board seat

Non-executive director

Holdings, SOPARFI, investment vehicles and family structures that need a real decision-maker on the board.
  • Appointment as administrateur or gérant, filed with the RCS
  • Attendance and minuted contribution at board and shareholder meetings
  • Review of accounts, financing and related-party transactions before approval
  • Documented decision trail supporting effective management in Luxembourg
  • Escalation and refusal where a resolution is not defensible
Fixed annual feeQuoted after the file review, on the scope agreed.
Most requested
02 · Executive mandate

Managing director / gérant

Operating companies that need an officer with real management power, not a signature of convenience.
  • Everything in the board seat, plus day-to-day management authority
  • Bank signatory arrangements and payment governance
  • Employer, VAT and filing obligations tracked to deadline
  • Interface with the fiduciary, auditor, bank and counsel
  • Direct engagement with the Ministère de l'Économie where an authorisation is attached
Fixed annual feeQuoted after the file review, on the scope agreed.
03 · Governance mandate

Chair, committee and remediation

Boards under pressure: shareholder disagreement, a failed audit, a regulator's letter, a transaction in progress.
  • Chair of the board or of an audit or risk committee
  • Reconstruction of the governance record and of the minute book
  • Conflict-of-interest register and related-party discipline
  • Preparation for due diligence, refinancing or exit
  • Time-boxed remediation with a defined handover
Fixed annual feeQuoted after the file review, on the scope agreed.

Fees are quoted per mandate. They are not published because scope, regulatory exposure and meeting load differ by an order of magnitude between a dormant holding and a licensed operating company, and a published number would be misleading in both directions.

What I do not accept

Publishing the refusal criteria is not modesty. It is the fastest way for a serious counterparty to establish that the mandate means something, and the fastest way for everyone else to save time.

  • Mandates where the expectation is a signature without any real decision-making role.
  • Structures whose beneficial ownership cannot be documented to a normal AML standard.
  • Activities that are regulated but unauthorised, or authorised in a name that does not match the operating reality.
  • Companies whose accounts are materially late, unless remediation is part of the mandate itself.
  • Fees linked to a transaction value, a success outcome, or an equity interest in the company.
  • Sectors, jurisdictions or counterparties that cannot be explained to a bank in one paragraph.
Why this is in your interest

A director who accepts every mandate is, by definition, a director whose acceptance carries no information. The screening below is the reason the appointment is worth something to your bank and to your future acquirer.

How a mandate is opened

Four steps, in this order, with no exceptions. The sequence exists so that the commercial conversation happens after the compliance conversation, not before it.

Step 01
Mutual NDA

Signed before names, structures or counterparties are exchanged. It costs nothing and removes the reason to hold back.

≈ same day
Step 02
Reverse due diligence

I examine the beneficial ownership, the source of funds, the activity and the existing advisers. Roughly half of the enquiries stop here, by design.

5 to 10 working days
Step 03
Mandate terms

Scope of office, meeting rhythm, information rights, insurance, fee, and the exit conditions, agreed in writing before appointment.

1 week
Step 04
Appointment and filing

Shareholder resolution, acceptance of office, RCS filing and publication, bank and register updates.

statutory timeline

Start with the NDA

Most enquiries stall at the same point: the counterparty has something confidential to describe and no framework in which to describe it. The mutual non-disclosure agreement removes that obstacle before the first call. It is mutual, governed by Luxembourg law, and it commits neither side to anything beyond confidentiality.

Document · mutual NDA · Luxembourg law
Non-disclosure agreement — directorship and corporate engagements
Signed before names, structures or counterparties are exchanged. Read it in full on the page, or download the PDF and send it back signed.
Draft for legal validation. The NDA is a structured template, not legal advice. Its enforceability and wording must be validated by a qualified Luxembourg legal professional before use.

Evidence, and how to check it

Every claim on this page that can be verified independently is listed below with the source that verifies it. Claims that cannot yet be verified are marked and are not presented as facts.

Claim
Evidence
Source
Establishment authorisation 10077275
verifiableNine authorised activities, granted by the Ministère de l'Économie
Guichet.lu public register
SA board composition and term
statutoryAt least three directors, one where there is a single shareholder, six-year maximum term
Loi modifiée du 10 août 1915
Managing officer for regulated activities
statutoryReal, effective and permanent management required of the authorisation holder
Loi du 2 septembre 2011
Fee model and current capacity
to confirmStated as policy, pending confirmation on this site
Direct declaration

This page follows the site editorial policy: a claim is either sourced or marked. Corrections are handled through the corrections policy.

Frequently asked questions

What is an independent director mandate in Luxembourg?
It is a formal appointment as administrateur (director of a société anonyme) or gérant (manager of a société à responsabilité limitée), conferred by the shareholders and published in the Registre de Commerce et des Sociétés. The holder carries the legal duties and the personal liability attached to the office. It is a statutory function, not a service subscription.
What is the difference between a gérant and an administrateur?
The gérant manages a SARL and is appointed by the shareholders, for a fixed or unlimited term. The administrateur sits on the conseil d'administration of a SA, which requires at least three directors, reduced to one where the company has a single shareholder, appointed for a maximum of six years and renewable. The duties are comparable; the collegiate framework is not.
Does a Luxembourg company need a resident director?
There is no single rule that imposes it in every case. The requirement arises indirectly and is usually decisive: substance and effective place of management for tax residence, the conditions attached to an establishment authorisation for regulated activities, and the expectations of banks and counterparties during onboarding. In practice, a structure whose decisions are demonstrably taken outside Luxembourg is exposed.
Is this a nominee directorship service?
No, and the distinction matters. A nominee lends a name. A director exercises a function: reviews the file, forms a view, participates in the decision, and refuses when refusal is warranted. I accept mandates on the second basis only. Where the intent is a signature detached from any real decision-making, the answer is no.
What is the liability of a director in Luxembourg?
A director or manager is liable towards the company for faults committed in management, and towards the company and third parties for breaches of the law on commercial companies or of the articles of association. In insolvency, liability may be extended where mismanagement contributed to the shortfall. This is precisely why the office is not a formality and why the acceptance criteria below exist.
How is a director appointed and removed?
Appointment is made by the general meeting of shareholders, or by the articles at incorporation, and is filed with the RCS and published. Removal follows the same route. A resignation takes effect once it has been notified and filed. Mandate documentation should always cover the exit before it covers the entry.
What information is required before a mandate can be discussed?
Identity and proof of address of the ultimate beneficial owners, the shareholding chain, the source of funds, the intended activity, the financing structure, and the identity of the other officers and advisers. This is standard AML and know-your-customer practice, and it precedes any commercial conversation.
How is a directorship mandate priced?
By fixed annual fee, agreed in advance, reflecting the scope of the office, the regulatory exposure and the meeting load. The fee is not linked to the value of any transaction, and no equity or success component is accepted, because both would compromise the independence that is the point of the mandate. to confirm

Related

Version françaiseMandat de gérant et d'administrateur au LuxembourgLa même page, traitée pour les intentions de recherche francophones : mandat de gérant, administrateur de société, dirigeant externe, substance.Lire en français →CredentialEstablishment authorisation 10077275The nine authorised activities, reproduced verbatim from the public register, each developed into a defined professional engagement.See the authorisations →ExpertiseCompany formation in LuxembourgVehicle selection, capital, authorisation and bank onboarding, from the perspective of what has to hold afterwards.Read the guide →VerificationCredentials and public recordRegistrations, authorisations and identifiers, each with the register on which it can be checked.Check the record →

Describe the structure. I will tell you if I can take the office.

One page on the entity, the activity and the shareholders is enough for a first answer. If the file is not one I can take, you will be told in the first exchange and told why.

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