Voluntary liquidation of a company in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
Voluntary liquidation is the closure of a solvent company decided by its shareholders. In Luxembourg, an extraordinary general meeting held before a notary declares the dissolution and appoints a liquidator. The liquidator realises the assets, pays all debts and presents the accounts. A final meeting closes it, the closure is published on RESA and the company is deregistered from the RCS.
Definition
Voluntary liquidation is the phase that follows the early dissolution of a solvent company: the company keeps its legal personality for the purposes of the liquidation, but is represented by a liquidator who replaces the managers or directors.
Key points
- SA: majority required
- 2/3 of the votes, half of the capital present at the first meeting
- SARL: majority required
- Half of the shareholders representing 3/4 of the capital
- Liquidation lasting over one year
- Annual report from the liquidator to the shareholders
- Keeping the books
- 5 years after closure, location published on RESA
The steps of the liquidation
- 1
Check solvency
Up-to-date accounting position, inventory of tax, social security and supplier debts. If the assets do not cover the debts, voluntary liquidation is ruled out.
Licensed accountant and managers - 2
Dissolution meeting
Extraordinary general meeting before a notary: early dissolution, appointment of the liquidator, definition of their powers.
Shareholders and notary - 3
Filing and publication
Filing of the deed with the RCS and publication on RESA. The company appears as "in voluntary liquidation" on the LBR website.
Notary and LBR - 4
Cessation notices
Notification of the relevant authorities: business permit, VAT, direct taxes, social security.
Liquidator - 5
Liquidation operations
Collection of receivables, sale of assets, payment of all debts respecting priority rights, deposit of unclaimed sums.
Liquidator - 6
Accounts and review
Liquidation accounts and liquidator’s report, reviewed by an auditor appointed by the meeting.
Liquidator and auditor - 7
Closing meeting
Approval of the accounts, discharge of the liquidator, location where the books are kept for 5 years, distribution of any surplus.
Shareholders - 8
Publication and deregistration
Filing of the closure with the RCS, publication on RESA, deregistration of the company.
Filer and LBR
What liquidation does not allow
The liquidation surplus may only be distributed among shareholders after all debts have been paid or deposited, including taxes due as a result of the cessation. If the assets prove insufficient along the way, the liquidator must file for bankruptcy.
Our role and that of the other parties
Business Registration coordinates the procedure: timetable, preparation of draft decisions for the notary, forms and LBR filings, follow-up of the publication. The notary executes the dissolution deed. The licensed accountant prepares the opening position, the liquidation accounts and the cessation tax returns. Where the company has a single shareholder, dissolution without liquidation is often simpler.
The last step, RCS deregistration, removes the company from the register. Before starting the procedure, check that any late annual accounts have been brought up to date.
Next step
Liquidate your company
We assess the situation and organise the procedure with the notary and your licensed accountant.
Frequently asked questions
Who can be the liquidator of a Luxembourg company?
Any individual or legal entity may be appointed liquidator by the meeting. If no liquidator is appointed, the managers of a SARL or the directors of an SA take on the role. The liquidator is liable to the company and to third parties for faults committed in carrying out the mandate.
Is a notary needed to liquidate a company?
Yes for the dissolution decision: Guichet.lu states that the extraordinary general meeting that opens the liquidation is held before a notary. The final meeting that closes the liquidation does not have to be held before a notary.
How long does a voluntary liquidation take?
The law sets no duration. A simple liquidation, with no real estate or dispute, can be closed in a few months; the duration depends mainly on the collection of receivables and the last tax rulings. Beyond one year, the liquidator presents a report to the shareholders each year.
What happens to the company’s debts?
The liquidator pays all debts, due or not, respecting priority claims such as salaries, taxes and social security contributions. Sums owed to known creditors who do not come forward are deposited with the Caisse de consignation.
Can the company keep operating during the liquidation?
The company exists only for the purposes of its liquidation. The liquidator may temporarily continue the activity if it serves the liquidation, for example to complete ongoing contracts, within the limits of the powers set by the meeting or the articles.