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Can you sit on a board there?
Pick a market. You get the residency test, the nationality test, the work-authorisation position, the appointment steps in order, and the frictions that actually delay appointments — each cited to the instrument that creates it.
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Approval or registration requiredLU
Company law imposes no residency or nationality test. What gates a Luxembourg board seat is CSSF approval of you personally, and the substance expectation that decisions are genuinely taken in Luxembourg.
- Residency test
- No residency requirement in company law. CSSF substance requirements mean the entity must be directed from Luxembourg, which in practice shapes how often a non-resident director must be present.
- Nationality test
- None.
- Work authorisation
- A non-executive director attending board meetings requires no permit. Executive and resident roles for non-EU nationals require a residence permit.
- Board language
- Corporate documentation may be in French, German or English; the regulator works in French and English.
- Tenure limit once appointed
- No statutory cap. Institutional investors in Luxembourg fund vehicles increasingly apply their own tenure expectations, commonly around nine years, when assessing board independence.
- Time commitment
- Fund boards typically meet quarterly; management-company boards meet more often and carry substantially more committee and regulatory work.
- What a seat pays
- €15,000 – €50,000 a year per fund or vehicle board seat, with management-company and larger institutional boards materially above that.
- Tax on your fees
- Directors' fees (tantièmes) paid by a Luxembourg company to a non-resident are subject to Luxembourg withholding, and the VAT treatment of independent directors has been the subject of CJEU litigation — take advice before invoicing.
The appointment steps, in order
- 1Appointment by the general meeting or the sole shareholder
- 2Registration of the appointment with the Registre de Commerce et des Sociétés and publication
- 3For a regulated entity, submission of the CSSF director-approval file covering standing, experience, availability and conflicts
- 4Confirmation of the number of other mandates held, which the CSSF assesses as part of availability
What actually gets in the way
- The CSSF assesses aggregate time commitment across the whole portfolio, which caps in practice how many Luxembourg regulated mandates one person can hold
- Substance requirements mean board meetings must genuinely take place in Luxembourg, so a fully remote directorship is not available for a regulated entity
- Corporate documentation may be in French, German or English; the regulator works in French and English
- The volume of vehicles means fee-per-seat is modest and a portfolio is built from many mandates rather than a few
The instruments behind these answers
- Law of 10 August 1915 on commercial companies, as amended — Governs Luxembourg companies, permitting a société anonyme with either a single board or a management board and supervisory board. It imposes no residency or nationality requirement on directors. (Grand Duchy of Luxembourg)
- CSSF substance and organisation requirements for fund managers — Require an authorised management company or alternative investment fund manager to have its central administration in Luxembourg, a board of adequate composition and standing, and conducting officers who genuinely direct the entity. Board decisions must be taken in Luxembourg in substance, not only in form. (CSSF)
- CSSF approval of directors — Directors of regulated entities are assessed individually for professional standing, experience, availability and absence of conflicts, and the appointment cannot take effect until the CSSF is satisfied. (CSSF)
- X Principles of Corporate Governance — Comply-or-explain principles for companies listed on the Luxembourg Stock Exchange, covering board composition, independence, committees, remuneration and shareholder relations. (Luxembourg Stock Exchange)
Reviewed against primary sources in September 2026. This is governance decision-support, not legal or tax advice. Rules change and transitional provisions frequently apply — verify against the primary instrument before you rely on it.
Eligibility is only the first question
Being allowed to sit on a board there is not the same as being read for one.
The mobility index answers the second question: whether your record is legible to a board in that market, whether you hold what it is currently short of, and whether you can do the job in the language its board works in.