Luxembourg strengthens the framework on management bans

Luxembourg has strengthened the framework applicable to management bans (interdictions de gérer) and clarified the powers of the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, the “RCS”) through the Law of 19 December 2025 (the “Law”).

The Law completes the transposition of Article 13i of Directive (EU) 2019/1151 on the use of digital tools and processes in company law. It introduces a harmonized mechanism for identifying and handling management bans, both at the national level and across the European Union. 

The Law amends the Commercial Code and the Law of 19 December 2002 on the Luxembourg Trade and Companies Register.

Persons concerned at Luxembourg level

While the Law does not directly list specific persons, the regime applies to persons referred to in Article 444-1 of the Commercial Code at the national level. This includes, in particular:

• directors (administrateurs);
• managers (gérants);
• supervisory auditors (commissaires);
• statutory auditors (réviseurs d’entreprises); and
• any other person who has the power to engage the company.

Refusal of registration in case of a management ban

Where a person is subject to a final and irrevocable judicial management ban, the RCS must refuse any filing seeking the registration of that person in respect of any function concerned. 

This applies where the management ban results from:

• Article 444-1 of the Commercial Code;
• Criminal law provisions imposing a professional ban, in particular Articles 7(8), 14(7) or 18 of the Criminal Code.

Only final and irrevocable judicial decisions are taken into account.

Mention of a management ban for registered persons  

Where a person already registered with the RCS is subsequently found to be subject to a management ban, the RCS must:

• Notify the relevant entity and request that it takes the necessary measures to ensure that the person no longer participates in the activities of the entity; and
• Enter a mention of the management ban in the RCS file of the entity, for information purposes.

The mention remains recorded until the resignation, disqualification or expiry of the mandate of the person concerned.

If the entity does not take appropriate corrective action within 30 days from the notification, the RCS transmits the file to the Public Prosecutor (procureur d’Etat).

Management bans imposed in another EU Member State

The same approach applies where a management ban has been imposed by a court of another EU Member State¹ on a person who, in a public limited company (société anonyme), in a private limited liability company (société à responsabilité limitée) or in a partnership limited by shares (société en commandite par actions)², is authorized, either as a body constituted pursuant to law or as a member of any such body, to represent the company in dealing with third parties and to represent it in legal proceedings.

In such case:

• The RCS must refuse the registration of the person concerned; and
• Where the person is already registered, the same notification and mention procedure applies as described above with respect to the domestic management bans.

If the entity does not take appropriate corrective action within 30 days from the notification, the RCS transmits the file to the State Prosecutor, ensuring a consistent treatment of domestic and cross-border management bans.

Enhanced cross-border cooperation via BRIS

The Law strengthens cooperation between EU registers through the Business Registers Interconnection System (BRIS). The receiver (curateur) or the Public Prosecutor (procureur d’Etat) may request information on management bans imposed in other Member States, and the LBR must respond to incoming requests. 

The RCS does not itself assess the existence or scope of such bans.

Entry into force 

The Law entered into force on 23 December 2025.

What this means for companies

Companies should ensure that any person appointed to a position involving management or representation powers is not subject to a management ban in Luxembourg or in another EU Member State. Existing governance arrangements may need to be reviewed where a mention of a management ban is entered by the RCS.