Company liquidation in Luxembourg: close cleanly, without risk.
Liquidating a company in Luxembourg means dissolving it, realising its assets, settling its debts, having the liquidation accounts approved and striking it off the RCS. Depending on the situation, liquidation is voluntary (several steps) or simplified (a single deed). We run the whole process, through to discharge.
Liquidation is the procedure to close a Luxembourg company: dissolution, appointment of a liquidator, realisation of assets and settlement of liabilities, report of the liquidation auditor, approval of the accounts by the general meeting, discharge of the bodies, then strike-off from the Trade and Companies Register (RCS). It is governed by the amended law of 10 August 1915.
Dissolution and liquidation governed by the amended law of 10 August 1915 on commercial companies. Simplified liquidation (a single deed) is possible notably where the company has a sole shareholder who takes over the assets and liabilities.
Key takeaway
- Two routes: voluntary liquidation (several steps) or simplified / single-deed liquidation.
- Voluntary liquidation follows a set order: dissolution, liquidator, liquidation auditor, closing GM, RCS strike-off.
- Tax and social obligations (final returns, VAT, CCSS, clearance) must be settled before closing.
- A simplified liquidation can complete in a few weeks; a standard liquidation takes several months.
How to liquidate a company in Luxembourg?
Liquidating a company means ending its existence properly: decide the dissolution, appoint a liquidator, realise assets and pay debts, have the liquidation accounts checked and approved, grant discharge to the bodies, then strike the company off the RCS. Until strike-off, the company retains accounting and tax obligations.
The right path depends on the situation: a sole shareholder, existing debts, assets to sell, employees. We qualify your case and choose the fastest, safest route, voluntary or simplified.
Voluntary liquidation: the steps
1) The general meeting decides the dissolution (notarial deed for capital companies) and appoints a liquidator. 2) The liquidator realises assets, collects receivables and settles liabilities, then issues a report. 3) A liquidation auditor (commissaire à la liquidation) is appointed to verify the operations and present a report.
4) A closing general meeting approves the liquidation accounts, grants discharge to the liquidator and auditor, and decides where the books are kept. 5) The company is struck off the RCS. The procedure is punctuated by legal publications.
Simplified liquidation (single deed)
Where the company has a sole shareholder who takes over all assets and liabilities (or all shareholders agree and conditions are met), dissolution and liquidation can be pronounced in a single notarial deed, "simplified" or "accelerated" liquidation. It is the fastest route for healthy structures without significant liabilities.
This route still requires accounting, tax and social obligations to be up to date: it speeds up the form, not the underlying settlement.
Tax and social obligations before closing
Before closing, you must prepare and file the final returns (corporate income tax, municipal business tax, net wealth tax), settle and deregister VAT, and close CCSS affiliation of directors and employees. A clearance / no-objection from the authorities (ACD, AED) secures the strike-off.
Neglecting these steps risks reopening the liquidation or the liquidator's liability. We prepare the final returns and coordinate the authorities.
Timeline and cost of a liquidation
A simplified liquidation can complete in a few weeks if the books are up to date and liabilities settled. A standard voluntary liquidation usually takes several months, to realise assets, settle liabilities and run the meetings and publications.
Cost depends on complexity (assets, debts, disputes, employees). We provide a firm quote after a short diagnostic, favouring the most economical route compatible with your situation.
Liquidation, dissolution, bankruptcy: not the same
Voluntary liquidation assumes a solvent company deciding to cease activity. Bankruptcy is a judicial procedure in case of cessation of payments and loss of creditworthiness, a different situation, handled by the court.
If your company is solvent, voluntary or simplified liquidation is the orderly route. In case of difficulties, we point you to the right mechanism and qualified advisers.
Who this is for
- Directors ceasing an activity in Luxembourg
- Groups rationalising entities (dormant holdings, SOPARFI)
- Sole shareholders opting for a simplified liquidation
- Investors closing an end-of-life vehicle
What we do
- Diagnostic and route selection (voluntary / simplified)
- Liquidation accounts and final tax returns
- Coordination of notary, liquidator and liquidation auditor
- VAT/CCSS deregistration, RCS strike-off and clearance
Estimated timelines
Pricing indication
Indicative ranges, excluding disbursements and taxes. Firm quote after scoping.
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Preparation checklist
Get the list of documents and steps to start without friction.
The process, step by step
Diagnostic
Solvency, assets, liabilities, employees, tax. Choice of the fastest, safest route.
Dissolution
Dissolution decision (notarial deed), appointment of the liquidator, legal publications.
Settlement
Asset realisation, debt payment, final tax returns, VAT and CCSS.
Closing & strike-off
Auditor's report, closing GM, discharge, RCS strike-off and book retention.
Frequently asked questions
What is the difference between voluntary and simplified liquidation?
How long does a liquidation take in Luxembourg?
What tax obligations before closing?
What is the liquidation auditor (commissaire à la liquidation)?
What happens to the accounting books after strike-off?
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