The Registre de Commerce et des Sociétés (RCS) records who holds the directorship of a Luxembourg company, the duration of the mandate, and the powers attached to it. What the register does not record is who appointed that director, who can remove them, and whether a shareholder agreement constrains their discretion. Control and formal authority are two different things. The RCS shows the second. The first requires a wider read.
What the register showsDirector name, mandate scope, date of appointment, and — where applicable — signatory authority. Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-09-15 Access conditionThe RCS is publicly searchable online. Certified extracts require a formal request; the mechanism is described on rcs.lu. No exact fee is stated here: tariffs are set by the registrar and published in its official schedule. What the register does not showShareholder agreements, board instructions, proxy arrangements, or the identity of the person who nominated the director. Source: RCS Luxembourg · verified 2026-09-15 Coverage levelLevel A — director identity and mandate terms are on record and retrievable. Source: RCS Luxembourg · verified 2026-09-15Luxembourg companies — whether SA, SARL, or SCA — are required to file the identity of their directors or managers with the RCS. The filing includes the director's full name, nationality, and the scope of the mandate. For SA structures, the board composition is filed in full. For SARLs, the gérant is named individually.
The Mémorial C (now replaced by the Recueil Électronique des Sociétés et Associations, RESA) carries the original publication of each appointment. The RCS extract consolidates the current position. Both are retrievable.
Signatory authority — whether a director acts alone or jointly — appears on the extract when it has been filed. Not all companies file a detailed signatory clause. Where the clause is absent from the extract, the articles of association must be consulted separately.
Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-09-15
A director in Luxembourg holds a mandate. The mandate is granted by the shareholders (in an SA, by the general meeting; in a SARL, typically by the partners). The RCS records that the mandate exists. It does not record the vote that created it, the majority required to revoke it, or any side agreement that conditions how the director must act.
Shareholder agreements in Luxembourg are private documents. They are not filed with the RCS. They are not published in RESA. A shareholder holding a blocking minority, a drag-along right, or a veto over board decisions will not appear in any public register as such. The only trace is indirect: the articles of association, which are filed, may contain some of these provisions — but articles and shareholder agreements frequently diverge.
The practical consequence: the RCS confirms who the director is. It does not confirm who controls the director.
Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-09-15
Luxembourg maintains a Registre des bénéficiaires effectifs (RBE) under the law of 13 January 2019. Following the Court of Justice of the European Union ruling in joined cases C-37/20 and C-601/20 (Sovim), public access to the RBE was suspended. Access is now restricted to competent authorities, obliged entities, and persons demonstrating a legitimate interest.
The RBE, where accessible, records the ultimate beneficial owner — not the director. The two may coincide or may not. Establishing whether the director is also the beneficial owner, or whether the beneficial owner sits behind a nominee director, requires cross-referencing the RBE entry against the RCS filing.
Where RBE access is unavailable, the chain of control above the director level cannot be established from public sources alone.
Source: Registre des bénéficiaires effectifs (RBE Luxembourg) · verified 2026-09-15
Luxembourg SAs and SARLs above certain thresholds are required to file annual accounts with the RCS. Filed accounts are publicly accessible through the RCS portal. They show the company's financial position but do not name shareholders or directors beyond what is already on the extract.
Consolidated accounts, where filed, may reveal group structure. They do not reveal the terms on which the director operates or the instructions they receive.
Small companies and certain holding structures benefit from simplified filing obligations. For these, the publicly available financial record is thinner. The gap between what is filed and what governs the company's actual operation can be substantial.
Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-09-15
The RCS establishes the director's identity, mandate, and — where filed — signatory authority. That is the ceiling of what the register shows.
The following cannot be established from the RCS or RESA alone:
The articles of association, filed with the RCS, may contain some governance provisions. They are not a substitute for the shareholder agreement, which is private.
Where the beneficial owner cannot be confirmed through the RBE, the chain of control above director level is established — if at all — through corporate structure analysis: tracing the shareholding chain through each intermediate entity's home register. Each link in that chain is a separate retrieval exercise, in a separate jurisdiction, under that jurisdiction's own access conditions.
Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · verified 2026-09-15
The RCS extract reflects the position as last filed. Luxembourg law requires prompt filing of changes to the directorship, but the interval between a change occurring and its appearance in the register is not zero. An extract pulled on a given date reflects filings received by that date — not necessarily events of that week.
RESA publications and RCS extracts occasionally show different effective dates for the same appointment. The extract is the authoritative current record; RESA carries the original publication. Where the two diverge, the extract governs.
Articles of association filed at incorporation may not reflect subsequent amendments if those amendments were not separately filed. Checking the filing history — not only the current extract — is necessary to establish whether the governance terms on record are current.
Source: Registre de Commerce et des Sociétés (RCS Luxembourg) · RESA · verified 2026-09-15
The report is compiled from the RCS, RESA, the RBE (where access is available), and — at Extended tier — the filed accounts and corporate structure chain above the Luxembourg entity.
| Tier | Price | What is included | What is NOT included |
|---|---|---|---|
| Signal | €1,350 | RCS extract (current director, mandate, signatory authority); RESA publication history; confirmation of filing currency | RBE entry; articles of association review; financial statements; corporate structure above Luxembourg level |
| Standard | €2,850 | All Signal content; articles of association review; RBE entry (where access is available); identification of any gap between articles and RCS extract | Shareholder agreement (private document, not retrievable); corporate structure above Luxembourg level; financial statement analysis |
| Extended | €6,300 | All Standard content; filed financial statements (last three available years); corporate structure analysis tracing the shareholding chain through intermediate entities in their home registers; written summary of where the chain of control is established and where it stops | Shareholder agreement content; RBE entries in jurisdictions where public access is closed; legal qualification of findings |
What does the RCS extract confirm about a Luxembourg director? The extract confirms the director's name, the type of mandate (gérant, administrateur, etc.), the date of appointment, and — where filed — the scope of signatory authority. It does not confirm who appointed the director, whether the appointment is contested, or whether a shareholder agreement limits the director's freedom of action.
Is the Luxembourg beneficial ownership register publicly accessible? Following the CJEU ruling in 2022, public access to the RBE was suspended. Access is now available to competent authorities, obliged entities, and persons who can demonstrate a legitimate interest. The mechanism for establishing legitimate interest is set by Luxembourg law. Where access is granted, the RBE shows the beneficial owner — not the director — and the two may or may not be the same person.
Can a shareholder agreement be retrieved from public sources? No. Shareholder agreements in Luxembourg are private documents. They are not filed with the RCS and are not published in RESA. Their existence may be inferred from provisions in the articles of association, but their content is not accessible through any public register.
What is the difference between the Signal and Standard tiers for a Luxembourg director report? Signal establishes the director's identity and mandate from the RCS and confirms the filing is current. Standard adds the articles of association review and — where access is available — the RBE entry, allowing a comparison between the governance terms on record and the director's formal position. The gap between those two layers is frequently where the control question sits.
How long does it take to retrieve a Luxembourg director report? Retrieval time depends on the tier and on RBE access conditions. Signal-tier reports are typically completed within three to five business days. Standard and Extended tiers involve additional retrieval steps, including potential RBE access requests and — at Extended — filings from jurisdictions outside Luxembourg. Timelines for Extended reports are confirmed at the time of instruction.
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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.
Author: Elena Moretti — Partner, Continental Europe, VLO Law Firm