In brief
Luxembourg enacted a law on 19 December 2025 (originating from Draft Bill 8519) requiring all Luxembourg‑registered listed companies that meet certain size criteria to ensure that at least 33% of all board seats (executive and nonexecutive) are held by the underrepresented gender by 30 June 2026. The law also imposes an obligation for companies to report annually to the Luxembourg financial sector regulator (CSSF) and publish a website disclosure, and it introduces a graduated sanctions regime for noncompliance.
The regime transposes Directive (EU) 2022/2381, under which member states could choose either a 40% of nonexecutives target or a 33% of all directors target; Luxembourg opted for the 33% of all directors target.
Recommended actions
- Check your board composition now against the 33% requirement by 30 June 2026; use the annexed table approach (round to the nearest whole number without exceeding 49%)
- Document neutral, pre‑established selection criteria and apply comparative assessments; give priority to equally qualified candidates from the underrepresented gender, unless objectively justified otherwise
- Prepare annual reporting: notify the CSSF of the board's gender composition (the split between executive and nonexecutive), publish this on your website and include explanations/measures if the company falls below the target
- Inform voting stakeholders (shareholders/employee voters) about legal requirements and potential sanctions before elections or appointments
Key takeaways
The law applies to companies with their registered office in the Grand Duchy of Luxembourg whose shares are admitted to trading on a regulated market in one or more member states; small and medium-sized enterprises (SMEs) (as defined below) are excluded.
Investment funds constituted as companies are in scope when their shares are listed; in these cases, obligations apply to the fund's board/managing body.
Noncompliant companies must revise nomination procedures, record criteria, offer candidates access to the criteria/comparative assessments and prioritize the underrepresented gender where qualifications are equal, unless there are objective exceptions.
CSSF oversight includes publishing a public list of compliant companies and a graduated sanctions toolkit (warnings, reprimands, public statements, daily penalties up to EUR 1,250 capped at EUR 25,000, and fines between EUR 250 and EUR 250,000).
In more detail
Who is in scope?
Companies that have their registered offices in Luxembourg and have shares admitted to trading on a regulated market in one or more EU member states fall within the scope of the law.
SMEs are excluded. SMEs are defined as enterprises with less than 250 employees and a turnover of less than or equal to EUR 50 million or a balance sheet total of less than or equal to EUR 43 million.
Quantitative objective and calculation
By 30 June 2026, the underrepresented gender must hold at least 33% of all board positions (executive and nonexecutive).
The minimum number is the whole number closest to 33% of the board's size, without exceeding 49%; an annexed table illustrates the required numbers by board size.
Luxembourg's approach implements the EU Directive 2022/2381 option for 33% of all directors, rather than 40% of nonexecutives.
Selection process duties (when below target)
In-scope companies must apply clear, neutral and unambiguous criteria set in advance across the entire selection process (notice, pre selection, shortlist and pools).
Where candidates have equal qualifications, priority goes to the underrepresented gender, unless exceptional and objective reasons justify another choice. Companies must provide unsuccessful candidates with the criteria and comparative assessment on request.
Where directors are elected by shareholder or employee vote, voters must be properly informed of the legal measures and possible sanctions.
Transparency and reporting
In-scope companies must submit an annual report to the CSSF detailing the board's gender composition (executive versus nonexecutive) and the measures taken to meet the objective; they must also publish these details on the company's website.
If companies fall below the threshold, they must include a statement, a detailed explanation and remedial measures in the annual report/corporate governance.
The CSSF will maintain a public list of companies that have met the target and will report to the government every two years. Data may be shared with the Luxembourg Observatory for Gender Equality for promotion and support activities.
Enforcement and sanctions
The CSSF may issue warnings/reprimands and injunctions, make public statements identifying the company, and impose daily penalties up to EUR 1,250 (up to a total cap of EUR 25,000) and fines from EUR 250 to EUR 250,000; decisions are appealable to the Administrative Tribunal within one month.
Timeline and sunset
The law entered into force on 23 December 2025 and remains applicable until 31 December 2038.
What should companies do now?
- Map your current board composition against the annex thresholds and plan succession/appointment timelines before 30 June 2026
- Revise nomination policies to embed comparative assessments, neutral criteria and priority rules; align charters and committee terms of reference
- Prepare disclosures (for the CSSF, company website and annual report) and internal training for HR, nomination committees and corporate secretariat
- Engage stakeholders (including controlling shareholders and employee bodies) early and document communication ahead of any votes
Call to action
For tailored advice on compliance planning, board skills mapping and nomination process updates, or to obtain a board‑composition calculator aligned with the law's annex, please contact your usual Baker McKenzie contact.