Company formation & lifecycle

Non-bankruptcy certificate in Luxembourg: RCS or declaration before a notary.

Two documents carry almost the same name. The non-bankruptcy certificate is issued by the Trade and Companies Register. The non-bankruptcy declaration is sworn before a notary, and it is the one the administration requires from a non-resident manager. Check which one applies to you, then choose your notary office.

In short

In Luxembourg, the non-bankruptcy certificate is a negative certificate issued by the manager of the Trade and Companies Register (RCS) for a person entered in the register. The non-bankruptcy declaration is a deed received by a notary, in which an individual declares under oath that they have not been involved in any bankruptcy. A business licence application requires the declaration, and only from a person who is non-resident or has lived in Luxembourg for less than ten years.

Three documents that are not interchangeable

DocumentWho issues itWhen it is required
Non-bankruptcy certificateManager of the Trade and Companies Register, ordered onlineFor a company or trader entered in the register: public tender, bank, counterparty
Non-bankruptcy declarationA notary, who receives the sworn declarationBusiness licence, for a non-resident or a resident of less than ten years
Declaration of honour on management positionsThe applicant, on the official formBusiness licence, in every case, covering the previous three years

None of these documents replaces another. A register certificate is not a declaration before a notary.

Check what you need and choose your notary

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Who must provide a non-bankruptcy declaration before a notary?

The declaration belongs to the professional-integrity part of a business licence application. It is required from a person who does not live in Luxembourg or has lived there for less than ten years. A person resident for more than ten years proves integrity differently: a declaration of honour on management positions held over the previous three years and a Luxembourg criminal record extract no. 3.

The point most often missed concerns companies. Integrity is not required from the manager alone. It must be met by the manager in charge of day-to-day management, by the holder of the majority of the shares, and by anyone able to exercise significant influence over management or administration. A non-resident majority shareholder who does not run the company is therefore concerned, and one file may need two or three declarations.

The declaration must be recent and unlimited in space and time. It states that the declarant has not been involved in the bankruptcy of a sole-trader business or of a company. It may be drawn up in Luxembourgish, French, German or English.

How do you obtain an RCS non-bankruptcy certificate?

A company's non-bankruptcy certificate is ordered online from the manager of the Trade and Companies Register. It states that no court decision subject to registration is entered in the register against the person concerned, at the date it indicates. No notary is involved.

Its scope is negative and dated. It does not say the company is solvent, that no proceedings are pending, or that none were opened abroad. For the difference between bankruptcy and judicial liquidation, see the dedicated page.

What happens at the notary's office?

The declarant attends the office with their original identity document. The notary verifies identity, receives the sworn declaration and hands over the deed. The appointment is short. The notary drafts the declaration on their own template and invoices the declarant directly.

Luxembourg notaries act across the whole country and apply a regulated tariff. Neither price nor jurisdiction separates one office from another: distance, working language and the first available date are what matter. The choice of office is yours.

Our work sits before and after. We check that the declaration is the document expected in your case, prepare a complete appearance file you can hand to the office of your choice, then integrate the declaration into your licence application. We do not draft the deed and we collect nothing on behalf of a notary.

What if you have been involved in a bankruptcy?

A past bankruptcy does not automatically close access to a business licence. A person involved in a bankruptcy or judicial liquidation whose professional integrity was not compromised may, depending on the causes, rely on the second-chance mechanism. The situation is reviewed on documents before any step at the notary: an inaccurate sworn declaration exposes its author.

In that case the online route does not send you to an appointment. It forwards your request to an adviser, who comes back to you before any file is prepared.

How long does the declaration remain valid?

The official guidance asks for a recent declaration without setting a number. In practice the documents in a licence file are expected to be recent when filed, and several trade-specific pages ask for documents less than three months old. Have the declaration drawn up when the rest of the file is ready, not months earlier.

That is why this document is handled at the start of a company formation project, together with the licence timeline, rather than as an isolated formality.

Who does what: the firm, the notary and you

The roles are separate, and that separation protects your freedom of choice. No money passes between the firm and any notary office.

StepFinancial ServicesThe notaryYou
Check the document is requiredGuides you, based on published rulesAnswer four questions
Prepare the appearance fileCollects and checks the documentsProvide your identity document
Choose the officePresents the offices, no exclusivityChoose freely
Draft the declarationNot involvedDrafts on their template
Verify identity, receive the oathNot involvedSole authorityAttend in person
Invoice the deedCollects nothing for the officeInvoices and collectsPay the office
File the licence applicationAssembles and follows the fileReceive your licence

Frequently asked questions

What is the difference between a non-bankruptcy certificate and a declaration?

The certificate is issued by the manager of the Trade and Companies Register for a person entered in the register. The declaration is sworn before a notary by an individual. A business licence application requires the declaration, not the certificate.

Does a non-resident majority shareholder need a declaration?

Yes, in principle. In a company, integrity must be met by the manager, by the holder of the majority of the shares and by persons exercising significant influence. A majority shareholder who is non-resident, or resident for less than ten years, provides their own declaration.

I have lived in Luxembourg for eight years. Am I concerned?

Yes. The declaration before a notary is required from anyone resident in Luxembourg for less than ten years. Beyond ten years, the declaration of honour and criminal record extract no. 3 are sufficient.

In which language can the declaration be drawn up?

In Luxembourgish, French, German or English. State the language when booking: not every office works in all four.

Can I choose any notary?

Yes. Notaries act across the whole country and apply a regulated tariff. You choose your office freely. We prepare a file you can hand to any of them.

Can the declaration be made before a foreign notary?

The official guidance requires a declaration before a notary without specifying nationality. Whether a foreign deed is accepted, in which language and with what legalisation, is for the Directorate that examines the application. Have this confirmed before you commit.

Who pays the notary?

You do, directly to the office. Our fees cover preparing the file and integrating it into your licence application. The two services are invoiced separately.

I have been involved in a bankruptcy. Can I still obtain a licence?

It depends on the causes of the bankruptcy. The second-chance mechanism covers persons whose professional integrity was not compromised. Your situation is reviewed on documents before any declaration before a notary.

Official sources

Rules verified on 8 November 2026. They apply to your specific situation and may change: check the date before relying on them.

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