Fermer une société au LuxembourgClose a Company in Luxembourg - Complete Guide
Looking to close your company in Luxembourg? Whether you have a SARL, SA, SOPARFI, or SPF, our English-speaking experts guide you through the complete dissolution and liquidation process. Fast, transparent, and fully compliant with Luxembourg company law.
Notre accompagnement
Closing a company in Luxembourg (formally known as dissolution and liquidation) involves a structured legal process governed by the Luxembourg Law of 10 August 1915 on Commercial Companies. Unlike a simple strike-off in other jurisdictions, Luxembourg requires a formal liquidation procedure with mandatory publications and administrative filings.
Step 1: Extraordinary General Meeting (EGM)
The first step is holding an Extraordinary General Meeting (EGM) of shareholders to vote on the dissolution. For most company types, a qualified majority of at least 2/3 of shares is required. The decision must be recorded in formal minutes and - for most company types - doesn't require a notary (except for SAs and certain complex situations).
Step 2: Appointment of Liquidator
Once dissolution is voted, one or more liquidators are appointed. The liquidator is responsible for realizing all assets, paying all creditors, and distributing the remaining net assets (liquidation bonus) to shareholders. The liquidator can be a shareholder, a director, or an external professional (like Bookkeeper.lu).
Step 3: Legal Publications (RESA)
All dissolution decisions must be published in the RESA (Recueil Électronique des Sociétés et Associations). This publication opens a 30-day opposition period for creditors. During this period, creditors can oppose the liquidation if they believe their claims are at risk.
Step 4: Tax Clearances and Deregistrations
Before finalizing the liquidation, all tax obligations must be settled: final corporate income tax return (IRC), final VAT return and deregistration with the AED, CCSS deregistration, and deregistration with the ACD. These clearances are mandatory for the RCS to accept the final strike-off.
Step 5: Final Strike-Off from RCS
Once all assets are liquidated, all creditors paid, and all tax clearances obtained, a final EGM approves the liquidator's report and the closure of the liquidation. The decision is published in the RESA and the company is formally struck off from the Register of Commerce and Companies (RCS/LBR).
Questions fréquentes
How long does it take to close a company in Luxembourg?
The timeline depends on the type of procedure. A simplified liquidation (no debts, simple asset structure) takes 2-4 weeks. A standard voluntary liquidation takes 4-8 weeks. A three-step liquidation (art. 1100-9 LSC) takes 8-12 weeks due to mandatory waiting periods for creditor opposition.
Can I close my Luxembourg company myself without a professional?
Technically yes, but it's not recommended. The process involves multiple legal filings, mandatory publications, tax obligations, and strict timing requirements. Procedural errors can lead to rejection by the LBR, additional costs, or personal liability for directors.
What happens to company assets when closing?
All company assets must first be used to pay outstanding debts. Any remaining balance (the 'liquidation bonus') is distributed to shareholders proportionally to their shareholding. If the company is insolvent (debts exceed assets), a voluntary bankruptcy filing may be the appropriate route.
Do I need a notary to close my Luxembourg company?
For SARLs (limited liability companies), a notary is generally not required for the dissolution - a private deed is sufficient. For SAs (public limited companies), SA/SOPARFI, the situation may require notarial intervention depending on company statutes and asset types (particularly real estate).
What are the tax implications of closing a Luxembourg company?
The main tax considerations are: (1) corporate tax on the final year's profits, (2) withholding tax on the liquidation bonus distributed to shareholders (generally 15% for Luxembourg residents, lower for non-residents under tax treaties), and (3) VAT deregistration and final return.
Prêt à lancer votre procédure de liquidation ?
Nos experts en droit des sociétés luxembourgeois vous accompagnent de A à Z. Devis gratuit sous 24h.