How administrative dissolution works in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
Administrative dissolution without liquidation in Luxembourg is a procedure created by the law of 28 October 2022, in force since 1 February 2023. It allows a commercial company with no employee and no assets that seriously breaches company law to be dissolved. The State prosecutor starts it and the RCS manager runs it: the company cannot choose it.
Definition
Administrative dissolution without liquidation is a public procedure that dissolves a “shell” company by decision of the manager of the Trade and Companies Register, without a liquidator or a bankruptcy judgment, once the absence of assets and employees is verified.
Key benchmarks
- Legal basis
- Law of 28 October 2022
- Entry into force
- 1 February 2023
- Opening decision
- Within 3 days of the prosecutor’s request
- Closing
- At the latest 6 months after publication of the opening
The three cumulative conditions
- No employee: the company employs no one.
- No assets: no property or holdings, which the RCS manager checks in particular with banks, the land register and the SNCA.
- A serious breach: activity contrary to criminal law or a serious breach of the Commercial Code or company law, for example no registered office, no manager or annual accounts not filed.
How the procedure unfolds
- 1
Request to open
The State prosecutor refers the matter to the RCS manager on the basis of precise and concordant indications.
State prosecutor - 2
Opening decision
Decision within 3 days, notified to the last registered office by registered letter, entered in the RCS and published in two Luxembourg newspapers and in the RESA.
RCS manager - 3
Verification
Enquiries to banks, non-life insurers, mortgage registries, the land register, the SNCA and the CCSS, which have one month to reply.
RCS manager - 4
Continuation or stop
If an asset or an employee appears, the procedure is stopped and the stop is published. Otherwise, it continues.
State prosecutor - 5
Closing and deregistration
Closing decision published in the RESA: the company is dissolved and struck off the RCS.
RCS manager
Appeal and assets discovered later
The company or any interested third party may challenge the opening before the president of the commercial chamber of the district court, in summary proceedings, within one month of publication of the opening decision. If assets appear after the closing, the court may, at the request of the prosecutor, revoke the closing and order a judicial liquidation.
Why this procedure concerns you
A company that no longer files its accounts, has lost its registered office or no longer has a manager comes within the scope of the procedure as soon as it is empty. Its managers then lose control over the end of the company. If your company is inactive, two options remain under your control: bringing a dormant company back into compliance if you want to keep it, or a voluntary liquidation if you want to close it.
Credit institutions, insurance undertakings, collective investment undertakings, SIFs, SICARs, RAIFs and law firms, among others, are excluded from the scope of the law. So are civil companies.
Next step
Take back control of an inactive company
We review its overdue obligations and propose a catch-up or an orderly closure.
Frequently asked questions
Can you request an administrative dissolution yourself?
No. Only the State prosecutor can ask the RCS manager to open the procedure, and the company cannot trigger it itself. A company that wants to close must go through a voluntary liquidation or, if it has a sole shareholder, a dissolution without liquidation.
Does the procedure cost the company anything?
Guichet.lu mentions no fees payable by the company for this procedure. It was designed to be faster and less costly for the State than a judicial liquidation, which was previously the only response to empty companies in Luxembourg, and it remains a public procedure.
Do the managers remain exposed after the dissolution?
In principle, yes. Administrative dissolution does not settle the question of their liability. The breaches that justified the procedure, such as failure to file accounts, may have consequences of their own. A partner lawyer can analyse the individual situation of each manager.
How do you know whether a procedure is open against a company?
The opening decision is entered in the RCS and published in the RESA and in two newspapers. Judicial and administrative dissolution decisions also appear in the REGINSOL insolvency register, accessible through the RCS portal, which lets you check a company before dealing with it.