How to close a Luxembourg company
Published on 10 October 2026 · Updated on 10 October 2026
In short
To close a company in Luxembourg, a solvent commercial company is in principle dissolved and then liquidated voluntarily, by decision of the shareholders before a notary. Where a single shareholder holds all the shares, dissolution without liquidation is possible. In every case, the procedure ends with publication of the closure on RESA and deregistration from the RCS.
The routes to closure
- Voluntary liquidationSeveral shareholders: decision before a notary, liquidator, liquidation accounts, closure.
- Dissolution without liquidationSole shareholder: universal transfer of assets, with no liquidation phase.
- RCS deregistrationLast step: publication of the closure and removal of the file from the register.
- Administrative dissolutionProcedure started by the State Prosecutor against empty companies in breach.
Insolvent company
If the assets are not enough to pay the debts, voluntary liquidation is no longer the right route: the manager or liquidator must file for bankruptcy with the court. We do not act in collective proceedings; a partner lawyer then takes over.
Next step
Close your company properly
We review the company’s situation, identify the right route and coordinate the notary, the licensed accountant and the LBR filings.
Frequently asked questions
Can a company simply be left inactive?
An inactive company remains bound by its obligations: annual accounts, tax returns, registered office and managers. An empty company that no longer meets them risks administrative or judicial dissolution. Closing the company in an orderly way avoids these risks and clarifies the managers’ position.
Which route should I choose between liquidation and dissolution without liquidation?
Dissolution without liquidation is only open if a single person holds all the shares: the assets pass directly to that person. As soon as there are two or more shareholders, a voluntary liquidation with a liquidator is required.
How long does it take to close a company?
There is no single legal deadline. The duration depends on the time needed to realise the assets, pay the debts and obtain the last tax rulings. A liquidation lasting more than one year requires an annual report from the liquidator to the shareholders.