Directors

Are there any general restrictions or requirements on the appointment of directors?

Luxembourg Company Law does not provide for any requirement regarding the age, the gender, the nationality, residence or domicile of the directors.

In certain businesses areas (trading, credit institutions, professional of the financial sectors, insurance sector), the directors must be authorised by the relevant authority to act as director of the company.  In such instances, directors are required to provide the authority with information such as résumés, total number of directorships held, absence of former insolvency, extract of criminal record. In addition, the authority may request that the director resides in Luxembourg or in the great area of Luxembourg, including neighbouring regions.

The Company Law provides that the company must have its place of central administration at its registered office in Luxembourg, which means that decisions of the board of directors and shareholders meetings must be held at the company’s registered office.

A corporate entity may act as director of a company, but will need to appoint an individual as its representative at the board. This rule does not apply in the SCA or the S.à r.l.