Manager gone or deceased: how to replace the officer
Without an officer, a company cannot sign, file or act. Here is how to appoint a new one.
Why it is urgent
A manager or director represents the company. Without one, it cannot sign contracts, make filings or open an account. Legal obligations keep running all the same.
How to replace them
- Check what the articles provide for appointing and replacing the officer.
- Gather the shareholders, by meeting or written decision.
- Appoint a new officer, who can be a third-party professional such as eCORP.
- Publish the change at the trade register through an authorised professional.
- Inform the bank and update the register of beneficial owners if needed.
If the shareholders cannot be found or disagree
The situation is harder and can need a court procedure. In that case you need a lawyer. We organise the file and introduce one.
Using an external officer
An external officer can take over management while the company is put in order. The mandate follows a clear engagement letter. See our manager and director mandates.
Frequently asked questions
Who can appoint a new manager?
The shareholders, depending on the articles and the company's form.
Can the new officer be an external professional?
Yes. Many companies entrust management to a third party based in Luxembourg.
How long does it take?
A few days to a few weeks, depending on the company's form and the shareholders' availability.
Let's talk about your company.
Describe your situation. We reply with a first view of the way forward.