Liquidation SARL LuxembourgSARL Liquidation Luxembourg
Looking to dissolve your Luxembourg SARL? Bookkeeper.lu handles the full liquidation process for your private limited company: drafting meeting minutes, RESA publications, RCS strike-off and tax clearance.
Our service
- Drafting of dissolution meeting minutes
- Liquidator appointment and coordination
- Automated RESA legal publications
- Full LBR / RCS strike-off
- Closing tax returns (ACD, AED)
- CCSS and VAT deregistration
- Creditor and liability management
- Certified liquidation balance sheet
- Deadline guaranteed or refunded
About the procedure
Liquidating a SARL (Société à Responsabilité Limitée) in Luxembourg follows a procedure set out by the Law of 10 August 1915 on commercial companies, as amended by the Law of 23 July 2016. At Bookkeeper.lu we streamline the process through our digital platform and expert legal team.
Simplified SARL liquidation procedure
The simplified liquidation of a Luxembourg SARL includes: (1) holding an extraordinary general meeting voting on the dissolution, (2) appointing a liquidator, (3) mandatory RESA publication, (4) settling liabilities and realising assets, (5) the final liquidation report, and (6) strike-off at the LBR. The procedure typically takes 2 to 8 weeks.
Three-step liquidation (art. 1100-9 LSC)
For SARLs seeking a fast procedure, the three-step liquidation combines dissolution and closing resolutions into a single procedure, subject to the mandatory 30-day creditor opposition period. This method is particularly suited to SARLs with no material debts.
Tax obligations on liquidation
The dissolution of a SARL triggers tax obligations: final return to the Administration des Contributions Directes (ACD), closing VAT return to the AED, final return of partners' income (liquidation bonus subject to 15% withholding tax), and deregistration with the CCSS.
Frequently asked questions
How long does it take to liquidate a SARL in Luxembourg?
The procedure ranges from 2 weeks (simplified liquidation with no liabilities) to 3-6 months (liquidation with creditors). The most common three-step liquidation typically takes 6-8 weeks, respecting the legal opposition periods.
What is the minimum cost to liquidate a SARL in Luxembourg?
Our base package starts at €490 excl. VAT for a simplified liquidation without liabilities. This price includes drafting the deeds, RESA publications and RCS strike-off. Notary fees (€150-400) and publication costs apply depending on the procedure.
Can a SARL with debts be liquidated?
Yes, but the procedure is more complex. All liabilities must be settled before closing the liquidation. If debts exceed assets, a voluntary bankruptcy procedure may be required. We advise on the best approach for your situation.
What happens to share capital during liquidation?
Once all debts are settled, the remaining balance (liquidation bonus) is distributed to the partners in proportion to their shares. This distribution is subject to a 15% withholding tax on the portion exceeding the paid-up capital.
Is a notary required to liquidate a SARL?
For a SARL, a notary is generally not required for the dissolution (unlike for an SA). A private deed is sufficient for most SARLs. However, if the articles require a notarial deed or if real estate is involved, a notary is required.
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