Luxembourg company director obligations: what to declare
Published on 10 October 2026 · Updated on 10 October 2026
In short
Luxembourg company director obligations include declaring within one month any change affecting the RCS or the RBE: appointment or departure of a manager, change of address, transfer of registered office. Annual accounts are approved within 6 months of year end and filed within the following month. The departure of the permit-holding director may require a new permit.
Which event, which formality, which deadline
| Event | Formality | Deadline | Authority |
|---|---|---|---|
| Appointment or departure of a manager | RCS filing and RESA publication | Within the month | LBR |
| Change of beneficial owner | RBE update | Within the month | LBR |
| Departure of the director holding the permit | New business permit application | Ideally before departure | Ministry of the Economy |
| Change of premises or of the director’s residence | Free notification and RCS update | Within the month | Ministry of the Economy, LBR |
| Transfer of registered office | Decision, RCS filing, RESA publication | Within the month | LBR |
| Year end | Approval of the accounts, then RCS filing | 6 months, then 1 month | LBR |
Statutory default deadlines. A late filing is still possible but exposes the company to penalties.
The four points that engage the director
- Business permit: it rests on a director who effectively runs the business. Their departure without a qualified successor puts the permit in question.
- RBE: a missing or inaccurate declaration exposes the company and its directors to the criminal fines provided by the law of 13 January 2019.
- Annual accounts: a late or missing filing is penalised and can eventually lead to dissolution proceedings.
- Social security: a manager holding more than 25% of the shares of a SARL or SARL-S falls under the self-employed scheme; a change in ownership can alter their CCSS affiliation.
Organising the director’s year
- 1
Keep an event log
Every shareholder decision, transfer of shares or move triggers a one-month deadline.
Director - 2
Prepare the year end
Accounts prepared by an independent licensed accountant, validated on eCDF.
Licensed accountant - 3
Hold the general meeting
Approval of the accounts and discharge of the managers within 6 months of year end.
Shareholders - 4
File and update
Filing of the accounts at the RCS, check of RCS and RBE data.
Business Registration, LBR
What we take care of
We prepare and file RCS, RESA and RBE formalities and permit procedures. Bookkeeping and tax returns are handled by a licensed accountant independent from Business Registration.
Next step
Hand over your director formalities
A change to declare? We check the deadlines and the documents, then file.
Frequently asked questions
What is the deadline to declare a new manager at the RCS?
The RCS filing must be made within one month of the appointment decision. The change is then published in the RESA. If the new manager becomes a beneficial owner or the permit-holding director, the RBE and the business permit must also be updated.
Do I have to declare my personal move?
Yes. The manager’s address appears in the RCS and must be updated within the month. If you are the director holding the business permit, a change of residence is also the subject of a free notification to the Ministry of the Economy.
When must annual accounts be filed?
The accounts are approved by the shareholders within 6 months of year end, then filed at the RCS within one month of approval. For a year ending on 31 December, the limit is therefore 31 July.
Is the manager personally liable?
The manager is liable to the company for faults committed in management and for breaches of the law or the articles. Meeting filing deadlines is part of those obligations.