Companies & entities
Liquidating a company in Luxembourg
Liquidating a Luxembourg company requires a dissolution decided in general meeting, the appointment of a liquidator who realises the assets and settles the liabilities, then the closing of the liquidation and the removal from the RCS. A simplified dissolution-liquidation in a single deed is possible where the company has neither debts nor employees. The firm steers the operation.
Voluntary liquidation is the normal route to close down a solvent company. It protects the shareholders and third parties, provided the steps are followed: dissolution, liquidation, reports and closing.
Cerno Law Firm structures the liquidation, drafts the deeds and coordinates the notary and the formalities through to removal from the register.
The need
You want to cleanly close down a company that is no longer active.
A poorly conducted liquidation leaves liability risks.
The risk
Poorly settled liabilities, liability of the liquidator or the directors, or incomplete formalities.
An irregular closing may be challenged.
How we help
Choosing the route (a multi-stage liquidation or a simplified dissolution), drafting the deeds, coordinating the liquidator and the notary.
Securing the settlement of liabilities and the closing.
Practice areas
When to call on the firm
- Close down an inactive company.
- Dissolve a holding company that has become redundant.
- Wind up a subsidiary.
- Liquidate after the disposal of the assets.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Accounts and financial position of the company
- • List of debts and receivables
- • Articles of association and shareholders\' resolutions
Deliverables
- • Deeds of dissolution and liquidation
- • Coordination of the liquidator and notary
- • Removal from the RCS
Indicative timing
A simplified dissolution can be almost immediate; a standard liquidation spans several weeks to several months depending on the liabilities.
On a quote basis
Depending on the chosen route and the complexity of the liabilities.
FAQ
Frequently asked questions
Can a company be liquidated in a single step?
Yes. A simplified dissolution-liquidation in a single deed is possible where the company has no debts, no employees and no disputes, and where a single shareholder takes over the assets and liabilities.
Who may act as liquidator?
Most often a shareholder, a director or a third party appointed by the general meeting. The liquidator incurs liability in carrying out the role.
How long does a liquidation take?
From almost immediate (a simplified dissolution) to several months for a standard liquidation with liabilities to settle.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.