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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.

In short

Liquidating a company in Luxembourg requires a dissolution decided at a general meeting, the appointment of a liquidator who realises the assets and settles the liabilities, then closure and removal from the RCS. A simplified single-deed dissolution and liquidation is possible where the company has no debts and no employees.

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Maître Cora Maglo, Avocate à la CourResponsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg

Company liquidation in Luxembourg: key points at a glance

Fees, timeframes, documents and deliverables
ItemWhat to know
FeesOn a quote basis. Depending on the chosen route and the complexity of the liabilities.
Indicative timingA simplified dissolution can be almost immediate; a standard liquidation spans several weeks to several months depending on the liabilities.
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

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.

Company liquidation in Luxembourg: when should you call on the firm?

You want to cleanly close down a company that is no longer active.

A poorly conducted liquidation leaves liability risks.

What happens if you do nothing?

Poorly settled liabilities, liability of the liquidator or the directors, or incomplete formalities.

An irregular closing may be challenged.

How does the firm step in?

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.

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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.

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Affiliations & professional networks

  • Barreau de Luxembourg
  • European Immigration Lawyers Network (EILN)
  • Union des Avocats Européens (AEA)
  • Cross Border Advisory Solutions
  • Institut Luxembourgeois des Administrateurs (ILA)
  • Association Luxembourgeoise des Juristes de Droit Bancaire (ALJB)

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Written by Maître Cora Maglo, attorney at law.

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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009

2013
independent firm
2009
at the Bar since 2009
4,7/5
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Ongoing review and analysis of Luxembourg and European case law

Avocate à la Cour, List I of the Luxembourg Bar since 2009

Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners

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