There is no general rule saying that every Luxembourg SPV must appoint an independent Luxembourg-resident director.

And appointing one Luxembourg director does not, by itself, establish that the company is effectively managed in Luxembourg.

The relevant question is broader.

Luxembourg’s official guidance describes a company’s registered office as the place where its central administration takes place and where important decisions concerning the general management of the business are taken.

This means substance should not be approached as a box-ticking exercise.

A board meeting physically held in Luxembourg is of limited value if every decision has already been taken elsewhere and the Luxembourg board simply signs documents presented to it.

An effective board should understand the company rather than merely execute documents.

That includes understanding its purpose, financing, investments, contractual obligations and financial position.

Before approving a transaction, directors should receive sufficient information and have an opportunity to challenge it.

Where appropriate, they should ask questions such as:

• Is the transaction within the company’s corporate purpose?
• Is it in the company’s own corporate interest?
• Can the company meet its obligations following the transaction?
• Are there conflicts of interest?
• Are the transaction documents consistent with previous board approvals?
• Have tax, regulatory and legal considerations been appropriately addressed?
• Does the company have sufficient information to make the decision itself rather than merely following instructions from its shareholder?

The objective is not to create artificial evidence of Luxembourg substance. It is to ensure that real governance takes place at the level where governance is supposed to occur.

Independent directorship becomes particularly valuable where the structure involves cross-border shareholders, financing arrangements, acquisitions, disposals, distributions, restructuring or complex investment structures.

It may also be appropriate where the sponsor wants the board to include a member capable of providing a Luxembourg perspective independently of the investment team or corporate service provider.

For investment structures, independence can also improve oversight of conflicts between the fund, the investment manager, investors and service providers.

Good minutes should evidence the discussion, information reviewed and decisions reached.

They should not simply state:

“The Board RESOLVED to approve the transaction.”

For material transactions, the minutes should demonstrate that directors understood why the transaction was being entered into and considered the relevant implications.

For example, if a Luxembourg SPV is asked to acquire a portfolio company, the minutes should record that the board reviewed the investment memorandum and transaction documents, considered the proposed financing and cash requirements, discussed any conflicts and material legal or tax points, asked questions where information was incomplete and, where relevant, made its approval subject to receiving specified documents or confirmations. The minutes do not need to become a transcript, but they should show the reasoning process behind the decision.

The documentation should reflect reality rather than attempt to manufacture it afterwards.

Substance and governance do not exist only on acquisition day.

A Luxembourg board should remain involved throughout the life of the company, including:

incorporation → financing → acquisitions → monitoring → refinancing → distributions → exit → liquidation.

This is particularly important for SPVs that may appear inactive for several months between transactions. Directors nevertheless remain responsible for corporate governance, annual accounts, statutory obligations and decisions affecting the company.

Luxembourg companies generally approve annual accounts within six months following the end of the financial year, with the relevant filing ordinarily following within one month of approval.

Amana provides independent directorship and governance support to Luxembourg investment structures and corporate vehicles.

In Luxembourg, directorship services are frequently provided by the same service-provider group that also performs administration, domiciliation or other operational functions. That model can work, but it can create a potential governance tension where a director is required to challenge, escalate or question work performed by colleagues or an affiliated service provider. Amana and I are structurally independent from the administrator, AIFM, depositary and sponsor, allowing issues to be raised without that organisational conflict.

In practice, when I join a board, I normally ask to be copied on relevant communications between the sponsor and key service providers. The purpose is simple: a director should understand issues as they develop, rather than first becoming aware of them when a board meeting has already been convened.

The mandate can therefore go beyond attending board meetings and signing resolutions. Within the scope of the directorship, I may liaise with the administrator, support the sponsor when accounting or reporting matters need to be worked through with the auditor, follow up board actions and help coordinate responses between service providers. This does not replace the responsibilities of the administrator, auditor or other appointed professionals; it helps the board ensure that issues are understood, allocated and resolved.

The objective is not simply to provide a Luxembourg name on a board or attendance at periodic meetings.

It is to provide independent judgement, informed challenge, continuity between meetings and practical decision-making at Luxembourg level.