Dissolving a Single-Partner Company Without Liquidation in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
In Luxembourg, dissolution without liquidation is the closure of a company whose shares are all held by one person. The sole partner decides the dissolution and takes over the whole estate, assets and debts, by universal transfer. Creditors have 30 days after publication to ask the court for guarantees.
Definition
Dissolution without liquidation is the closure of a single-partner company by universal transfer of its estate to that partner, provided for by article 1865bis of the Civil Code since the law of 10 August 2016. There is no liquidator and no liquidation accounts.
Key points
- Condition
- All shares held by one person
- Effect
- Universal transfer of assets and liabilities to the partner
- Creditor period
- 30 days after publication of the dissolution
- End of the procedure
- Publication in the RESA and removal from the RCS
The steps
- 1
Check the condition and the liabilities
Confirm that the partner alone holds all the shares, draw up a recent financial statement and list the debts the partner will take over.
Licensed accountant and partner - 2
Dissolution decision
The sole partner declares the dissolution and the takeover of the estate. For a SARL or an SA, the decision is in practice recorded in a notarial deed.
Sole partner and notary - 3
Filing and publication
The decision is filed with the RCS and published in the RESA, which starts the 30-day period.
Notary and LBR - 4
Opposition period
For 30 days, any creditor may ask the president of the district court, in summary proceedings, to order guarantees.
Creditors - 5
Cessations and removal
Cessation notices to the administrations, then removal of the company from the RCS.
Partner and LBR
The partner takes over the debts too
The universal transfer covers the whole estate: the sole partner becomes liable for the company’s debts, including those that come to light later, such as a tax reassessment. This route therefore assumes a solvent company and known liabilities. If the partner is a company, the operation also has accounting and tax effects for it, to be reviewed with its licensed accountant.
Dissolution without liquidation or voluntary liquidation
| Without liquidation | Voluntary liquidation | |
|---|---|---|
| Number of partners | One only | One or more |
| Liquidator | None | Appointed by the meeting |
| Fate of the debts | Taken over by the partner | Paid by the liquidator before any distribution |
| Creditor protection | Request for guarantees within 30 days | Mandatory payment or deposit |
As soon as there are two or more partners, the only amicable route is voluntary liquidation. A partner who wants to use dissolution without liquidation can first buy out the others through a transfer of shares, to be updated in the UBO register within one month.
Next step
Dissolve your single-partner company
We check the conditions and coordinate the deed, the filings and the deregistration.
Frequently asked questions
Can a SARL-S be dissolved without liquidation?
Yes, if one person holds all the shares. The SARL-S follows the SARL rules. Whether a notary is needed for the dissolution deed is checked case by case, since the SARL-S was formed without a notary.
Can creditors block the dissolution?
No. According to a 2019 Court of Appeal decision, a creditor cannot oppose the dissolution itself. It may only ask the summary judge, within 30 days of publication, to order the partner to provide guarantees or to repay its claim.
When does the company actually disappear?
In practice, the transfer of the estate and the disappearance of the company take place at the end of the 30-day period, or after the creditors’ requests have been ruled on. Removal from the RCS follows.
What happens to contracts and real estate?
They pass to the sole partner with the rest of the estate. Some transfers require their own formalities, for example the registration of a building or notice to counterparties. A notary and a partner lawyer step in where needed.