Shadow Director20 Jan 2026 12:07
A shadow/de facto director can be held personally liable in the same way (or very similarly) as a formally appointed (de jure) director. This includes:
Civil liability for mismanagement, breach of the law or articles of association, or tortious acts (articles 58–59 of the 1915 Law, plus Civil Code articles 1382–1383).
In insolvency scenarios: Extension of bankruptcy to the shadow/de facto director under article 495 of the Luxembourg Commercial Code. If the company's bankruptcy results from serious and blatant faults attributable to them, they can be held personally liable (jointly/severally) for all or part of the company's debts. Grounds include abusing the corporate veil, treating company assets as their own, or pursuing loss-making activities abusively for personal benefit.
Criminal liability in certain cases (e.g., if offenses are committed in the company's name/on its behalf).
Liability is fact-specific: Courts examine actual conduct and influence, not just formal titles.