Appointing a Director of a Luxembourg SA
Published on 10 October 2026 · Updated on 10 October 2026
In short
To appoint a director of a Luxembourg SA, the general meeting of shareholders passes a resolution. Directors are elected for a term of up to 6 years, renewable. The board has at least 3 members, or a single member if the company has one shareholder. The appointment is filed with the RCS within one month and published in the RESA.
The board of directors in figures
- Minimum number
- 3, or 1 with a sole shareholder
- Term of office
- Up to 6 years, renewable
- Appointing body
- General meeting
- RCS filing
- Within one month
Appointing or replacing a director
- 1
Review the articles
Number of directors, length of terms, vacancy and signing rules.
businessregistration.lu - 2
Candidate documents
Identity, address, acceptance of the office; for a legal entity, designation of the permanent representative.
Candidate - 3
Resolution
General meeting or written shareholder resolution if the articles allow it.
Shareholders - 4
RCS filing
Amendment form and extract of the resolution, through the LBR, within one month.
LBR - 5
Updates
UBO register if control changes, bank, business permit if the director is the qualified manager.
Company
Corporate director
When a company is appointed as director, it must designate a permanent representative, an individual who performs the office on its behalf. This representative is declared to the RCS together with the director. Any change of representative is also filed.
Vacancy, daily management and permit
If a director’s seat becomes vacant during a term, many articles allow the remaining directors to fill it provisionally, with the final appointment left to the next general meeting. Check the applicable clause before acting: otherwise, a meeting must be convened.
The board may delegate daily management to one or more directors or to third parties. This delegate is often the person who holds the business permit. If the manager who meets the qualification and good-standing requirements changes, a new permit is required: see amending a business permit.
In an SA with a two-tier structure, the members of the management board are appointed by the general meeting or by the supervisory board, also for up to 6 years. For a SARL, the equivalent procedure is the change of manager.
Next step
Appoint a director
Resolution drafted, RCS filings and updates followed through.
Frequently asked questions
How many directors does a Luxembourg SA need?
At least 3. If the company has only one shareholder, a single director is enough. When a second shareholder joins, the board must be completed to return to the minimum of 3 members: plan the appointments at the same time as the new shareholder’s entry.
Can a director be removed at any time?
Yes, the general meeting can remove a director before the end of the term. The removal is filed with the RCS within one month, like the appointment of a replacement. The articles and any contract with the director may provide for financial consequences. Also check the effect on the business permit.
Is a notary needed to appoint a director?
No, unless the articles must be amended, for example to change the number of directors set in the articles or the signing rules. A simple appointment is made by shareholder resolution, filed with the RCS within one month and published in the RESA. A notary is involved only if an article must change.
Must a director live in Luxembourg?
The law does not require it. However, the effective management of the company and the business permit assume genuine involvement in Luxembourg. The choice of directors also has an effect on the tax residence of the company.
What happens if a term expires without renewal?
An expired term that is not renewed creates uncertainty about the composition of the board and the validity of its decisions, which banks and counterparties quickly notice. A meeting must be convened to renew or replace the director, and the resolution is then filed with the RCS within one month.