The end of mandate of a company manager

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The mandate of a company manager can end in different ways, such as:

  • the end of their mandate;
  • their resignation;
  • their dismissal by the company, their death, etc.

Certain formalities must be respected to ensure that the termination of the manager's functions have legal effect.

Any commercial company whose business manager, director or administrator leaves their functions must carry out a number of administrative procedures and formalities with regard to:

Who is concerned?

Each commercial company whose business manager/director leaves the company must report this to the various bodies where it is affiliated or registered.

Depending on the reasons for the termination, these procedures must be undertaken by the persons authorised to act on behalf of the company in the event of the manager/administrator's departure.

The resigning manager must undertake certain procedures in person.

Deadlines

The manager of a company being personally liable for VAT (for example: the administrator) must declare the cessation of their activity within 15 days of the effective cessation.

The Minister of the Economy, responsible for business permits, must be informed within one month of the departure of the manager concerned.

The manager must send the original version of the business permit to the General Directorate for Small and Medium-Sized Enterprises at the Ministry of the Economy, together with:

  • the cessation form;
  • a copy of their identity card or passport;
  • the reason for the cessation.

The deregistration of the salaried manager from the social security must be carried out within 8 days of the end of the contract, either by the company or the insured themself.

Costs

Only the registration/lodging/publication procedure with the RCS requires the payment of a fee.

These costs are laid down in the RCS table of tariffs and depend on the legal forms of the business and on the type of deed.

How to proceed

The terms of cessation of activity

When the manager's mandate expires, there is no longer any obligation of mutual information between the manager and the company.

If the manager was appointed by the general meeting of partners/shareholders, they must also be removed by said meeting.

If the manager is designated in the articles of association, their removal must follow the rules of the amendment of the articles of association and therefore requires a unanimity vote.

However, their removal can be requested by any partner for a legitimate reason in the case of:

This however implies the existence of an incompatibility between the manager's continuation of activity and the interests of the company.

In public limited companies (société anonyme - SA), managers can be freely removed by the general meeting.

The manager, as an acting representative, can freely resign without having to provide an explanation. In this case, they must simply notify the company of their decision.

Their resignation will enter into effect once the company has received it. The resignation cannot be retroactive. Once the company has released the manager from their mandate, the manager is no longer under any obligation towards the company.

If the manager is also bound to the company by an employment contract, their resignation follows the rules of labour law.

If the manager's resignation causes an irregularity in the composition of the company's management body, the resignation will not become effective until a replacement person has been found.

The cessation of the manager's activity is only binding on third parties after publication in the RCS.

The business permit

If the company's business permit states the resigning manager as the holder of the permit, the Minister must be informed. Each change of business manager is then subject to a new permit.

A provisional permit, valid for a maximum of 6 months, may be granted in order to allow the appointment of a new business manager. The provisional permit can be renewed once, for a maximum duration of 6 months.

The law provides for various possibilities of temporary or definitive transfer of the business permit to family members or coworkers, if the business manager of a commercial or craft business:

  • dies;
  • is the victim of an occupational disability;
  • has a duly recognised inability to work;
  • retires.

Deregistration from social security

Depending on their status, the manager must be deregistered from the Joint Social Security Centre by way of:

  • a discharge notice for self-employed workers; or
  • a discharge notice for employees.

A notice of discharge from employment (declaration of end of employment) must be duly filled in, dated and signed by the person(s) authorised to act on behalf of the company.

The declarant will receive an acknowledgment of receipt for verification purposes.

Declaration of cessation with the Registration Duties, Estates and VAT Authority

A business manager who is subject to VAT (for example: an administrator) and who ceases the activity for which they are VAT registered, must declare the cessation of activity to the tax office of the Registration Duties, Estates and VAT Authority (AED) with which they were registered.

Within 2 months of the cessation, the VAT return (annual or summary) must be filed and any excess tax must be paid.

A taxable person who ceases their activity as a business manager but who continues to be registered for VAT because of other professional activities, must declare their partial cessation of activity to the tax office where they are registered within 15 days.

Modification of registrations with the Trade and Companies Register (RCS)

Each company, regardless of their legal form, must register the changes concerning the company with the RCS.

Online services and forms

Who to contact

General Directorate for Small and Medium-Sized Enterprises (Department for Authorisations of Establishment)

  • Ministry of the Economy General Directorate for Small and Medium-Sized Enterprises (Department for Authorisations of Establishment)

    Address:
    Luxembourg
    PO box 535 / L-2937 Luxembourg
    Email address:
    info.pme@eco.etat.lu
    The telephone helpline is open Monday to Friday, from 9.00 to 12.00 and 13.30 to 16.30 (not on public holidays).

Joint Social Security Centre

  • Joint Social Security Centre

    Address:
    4, rue Mercier L-2144 Luxembourg Luxembourg
    L-2975 Luxembourg
    Phone:
    (+352) 40141-1
    08.00 - 16.00
    Email address:
    ccss@secu.lu
    Closed ⋅ Opens Monday at 8.00
    Sunday:
    Closed
    Monday:
    8.00 to 16.00
    Tuesday:
    8.00 to 16.00
    Wednesday:
    8.00 to 16.00
    Thursday:
    8.00 to 16.00
    Friday:
    8.00 to 16.00
    Saturday:
    Closed

    The reception desks can only be visited by appointment.

Registration Duties, Estates and VAT Authority (AED)

Luxembourg Business Registers

  • Luxembourg Business Registers

    Address:
    Luxembourg
  • Luxembourg Business Registers - Luxembourg Office

    Address:
    14, rue Erasme L-1468 Luxembourg-Kirchberg Luxembourg
    L-2961 Luxembourg
    Fax:
    (+352) 26 42 85 55
    Email address:
    helpdesk@lbr.lu
    Monday to Friday from 09.00 - 12.00 and 13.30 - 16.00
    Registration helpdesk: Monday to Friday by appointment only
  • Luxembourg Business Registers - Diekirch Office

    Address:
    Place Joseph Bech L-9211 Diekirch Luxembourg
    Fax:
    (+352) 26 42 85 55
    Email address:
    helpdesk@lbr.lu
    Mondays, by appointment only

2 of 3 bodies shown

Chamber of Commerce

  • Chamber of Commerce Chamber of Commerce

    Address:
    7, rue Alcide de Gasperi L-2981 Luxembourg Luxembourg
    Email address:
    chamcom@cc.lu
    Closed ⋅ Opens Monday at 8.00
    Sunday:
    Closed
    Monday:
    8.00 to 12.00, 14.00 to 18.00
    Tuesday:
    8.00 to 12.00, 14.00 to 18.00
    Wednesday:
    8.00 to 12.00, 14.00 to 18.00
    Thursday:
    8.00 to 12.00, 14.00 to 18.00
    Friday:
    8.00 to 12.00, 14.00 to 18.00
    Saturday:
    Closed
    08.00 - 12.00 and 14.00 - 18.00

Chamber of Skilled Trades and Crafts

2 of 7 bodies shown

Ministry of the Economy