Liquidation volontaire LuxembourgVoluntary Liquidation Luxembourg - Solvent Companies
Voluntary liquidation in Luxembourg is the formal process by which solvent company shareholders choose to close their business in an orderly manner. Bookkeeper.lu specializes in members' voluntary liquidation for all Luxembourg company types: SARL, SA, SOPARFI, SPF and more.
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Voluntary liquidation (dissolution volontaire) is the most common form of company closure in Luxembourg. It is initiated by the shareholders themselves - as opposed to compulsory liquidation ordered by the courts - and applies to companies that can pay all their debts. The process is governed by the Luxembourg Law of 10 August 1915 on Commercial Companies.
What is a Members' Voluntary Liquidation (MVL)?
A Members' Voluntary Liquidation (MVL) is a procedure where the company's shareholders (members) decide to wind up the company while it is still solvent - meaning it can pay all its debts in full. This is often done for strategic reasons: end of business purpose, completion of a project, retirement of shareholders, or group restructuring. The key distinction from insolvent liquidation is that all creditors are fully paid and the remaining assets are distributed to shareholders.
The 3-step Liquidation Process (Art. 1100-9 LSC)
Luxembourg offers a streamlined three-step liquidation process that allows companies to combine the dissolution and closing resolutions in a single procedure, subject to a 30-day creditor opposition period. Step 1: EGM resolves dissolution and appoints liquidator. Step 2: RESA publication opens the 30-day opposition period. Step 3: Final EGM approves the liquidator's report and closes the liquidation. This method is recommended for most solvent SARL and SA liquidations.
Distribution of Assets to Shareholders
After paying all debts (creditors, taxes, social security), the remaining net assets are distributed to shareholders proportionally to their shareholding. This 'liquidation bonus' may be subject to a 15% withholding tax in Luxembourg for resident shareholders. Non-resident shareholders may benefit from reduced rates under applicable tax treaties.
Questions fréquentes
What is the difference between voluntary and compulsory liquidation in Luxembourg?
Voluntary liquidation is initiated by the shareholders themselves, typically when the company is solvent. Compulsory liquidation (liquidation judiciaire) is ordered by the court, usually when the company cannot pay its debts (insolvency). Voluntary liquidation gives shareholders more control over the process and timing.
Can a company in voluntary liquidation continue trading?
In Luxembourg, once a company enters voluntary liquidation, it can only continue activities that are strictly necessary for the liquidation itself (collecting receivables, selling assets, fulfilling existing contracts). It cannot take on new business.
How is the liquidation bonus taxed in Luxembourg?
The liquidation bonus (assets remaining after paying all debts, minus paid-up capital and share premiums) is subject to a 15% withholding tax (retenue à la source) for Luxembourg-resident shareholders. Non-resident shareholders may benefit from reduced rates (e.g., 5% or 0%) under applicable double tax treaties.
Is a solvency declaration required for voluntary liquidation in Luxembourg?
Unlike in the UK or Ireland, Luxembourg law does not formally require directors to make a statutory solvency declaration before commencing voluntary liquidation. However, directors must be confident the company can pay all its debts - proceeding with voluntary liquidation on an insolvent company can expose directors to personal liability.
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