Liquidation SA LuxembourgSA Liquidation Luxembourg
Liquidating a Luxembourg public limited company (SA) follows a specific procedure set out by the Law of 10 August 1915. Bookkeeper.lu supports SA shareholders through the entire process: EGM, approved statutory auditor's report (REA), RESA publications, RCS strike-off and tax clearance.
Our service
- Notarised extraordinary general meeting
- Liquidator appointment and follow-up
- Approved statutory auditor (REA) report
- Mandatory RESA publications
- LBR / RCS strike-off
- Closing IRC, ICC and VAT tax returns
- Bonus withholding tax management
- Employer CCSS deregistration
- Secure archiving for 10 years
About the procedure
Liquidating a Luxembourg SA (Société Anonyme) is more tightly regulated than a SARL because of the rules applicable to capital companies. In particular, it requires a report from an approved statutory auditor (REA) on the state of assets and liabilities. Bookkeeper.lu coordinates all stakeholders (liquidator, REA, notary, RCS) for a controlled dissolution.
Specifics of SA liquidation
As the SA is a capital company, its dissolution mandatorily requires a notarial deed. The EGM must meet a 50% capital quorum and vote by a two-thirds majority. A liquidator is appointed, often an outgoing director or external professional, and becomes the company's legal body throughout the liquidation.
Role of the approved statutory auditor (REA)
For SAs, a REA report on the state of assets and liabilities is generally required before closing the liquidation. This report certifies that creditors have been paid and that the liquidation bonus calculated faithfully reflects the net financial position. This step protects both shareholders and third parties.
Tax and social obligations of an SA in liquidation
The dissolution of an SA triggers major tax obligations: final CIT and MBT return to the ACD, closing VAT return to the AED, 15% withholding tax on the bonus distributed to resident shareholders, CCSS deregistration if the SA had staff. Bilateral tax treaties may reduce the withholding for non-resident shareholders.
Frequently asked questions
Why is liquidating an SA more expensive than a SARL?
As the SA is a capital company, its dissolution requires a notarial deed, an approved statutory auditor (REA) report for closing, and more formal RESA publications. These obligations mechanically increase fees: notary fees (€400 to €800), REA fees (€1,500 to €3,500 depending on complexity), publications (€150 to €300).
How long does it take to liquidate an SA in Luxembourg?
The procedure typically takes 6 to 14 weeks, depending on the complexity of the balance sheet, the nature of the assets to be liquidated and potential creditors. The legal creditor opposition period after RESA publication is a non-reducible 30 days.
Does the board of directors continue to operate during liquidation?
No. As soon as the liquidator is appointed, the board of directors' powers cease. The liquidator becomes the legal representative of the company for all acts necessary to the liquidation. Directors remain liable for acts carried out before the dissolution.
How is an SA's liquidation bonus calculated?
The liquidation bonus equals the residual net assets (real value of assets minus debts) minus the paid-up share capital and issue premiums. It is distributed to shareholders in proportion to their shares, with 15% withholding tax for Luxembourg-resident shareholders.
Can a simplified liquidation be carried out for an SA?
The three-step liquidation (articles 1100-9 and 1100-11 LSC) exists for SAs as well as SARLs. It combines dissolution and closing into a fast-track procedure when the company has neither assets nor liabilities. It remains more formal for the SA than for a SARL due to the notary involvement.
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