What to do with a dormant company in Luxembourg
Published on 10 October 2026 · Updated on 10 October 2026
In short
Luxembourg law has no status of dormant company. A company with no activity remains subject to all its obligations: annual accounts approved and filed every year, an up-to-date RBE, an effective registered office or domiciliation, and tax returns. An inactive company that neglects these obligations risks fees, fines and, in serious cases, dissolution.
Definition
A dormant company is, in everyday language, a registered company that no longer carries on, or does not yet carry on, any activity. It is not a legal category: the company fully exists and keeps the same obligations as an active company.
What remains mandatory without activity
- Annual accounts: approval within six months of year end, filing with the RCS no later than seven months after.
- Annual meeting: approval of the accounts and discharge of the managers.
- RBE: accurate declaration, updated within one month of any change.
- Registered office: real address or a written domiciliation agreement with an authorised professional.
- Taxes: annual returns and, depending on the situation, a minimum tax even without profit.
- RCS: managers, registered office and SARL shareholders kept up to date.
Key points to know
- Legal status
- No dormant company status
- Unused permit
- Lapses after more than 2 years without use since issue
- Late accounts
- Increased LBR fees of up to €500 excl. VAT per financial year
- No assets or employees
- Administrative dissolution possible
Options for an inactive company
| Option | When to choose it | What it involves |
|---|---|---|
| Keep the company | Plan to resume activity in the medium term | All annual obligations and their costs |
| Reactivate | New activity or relaunch | Check the corporate purpose and the business permit |
| Voluntary liquidation | The company is no longer useful | Shareholders’ decision, liquidator, closing and striking off |
| Dissolution without liquidation | Sole shareholder taking over assets and liabilities | Shorter procedure, under conditions |
The hidden cost of inactivity
An inactive company costs money every year: accountant, domiciliation, filing fees, taxes. If no resumption is planned, compare this cost with that of a liquidation. A company left without accounts or a registered office often ends up in a judicial or administrative procedure, heavier than a closure you choose yourself.
The risks of a company left abandoned
An inactive company whose accounts are no longer filed accumulates increased fees at the RCS and exposes its managers to criminal penalties. If the domiciliation agreement is terminated and the termination filed with the RCS, the company has no legal domicile from the date of that filing, which the law sanctions with judicial dissolution or closure.
For companies with no assets or employees that commit a serious breach of company law, the State Prosecutor may ask the LBR to open an administrative dissolution without liquidation. It is better to decide for yourself: see voluntary liquidation or dissolution without liquidation.
A business permit that has been issued but never used for more than two years lapses. Before reactivating the company, check that it is still valid. The amount of any minimum tax depends on the company’s situation and the tax legislation in force: your licensed accountant calculates it.
Next step
Take stock of your inactive company
We list what is missing, cost the catch-up and compare it with a closure.
Frequently asked questions
Must a company with no activity file its accounts in Luxembourg?
Yes. A capital company must prepare, approve and file its annual accounts every year, even with no transactions at all. The deadlines are the same: approval within six months of year end, filing with the RCS no later than seven months after.
Can a company be put to sleep in Luxembourg?
There is no dormancy procedure comparable to that of some other countries. The company may stop trading, but it stays registered and keeps its accounting, tax, RCS and RBE obligations until it is liquidated or dissolved.
Does a dormant company pay taxes?
It files its tax returns every year. Depending on its situation, a minimum tax may remain due even without profit. The amount depends on the tax rules in force and the company’s balance sheet: your independent licensed accountant calculates it.
What happens to the business permit of an inactive company?
A permit issued but unused for more than two years from its issue lapses. Before any resumption of activity, check its validity and, if necessary, file a new application with the Ministry of the Economy.
Should a dormant company be closed?
Not necessarily, if a resumption of activity is planned and the obligations are met. Otherwise, a voluntary liquidation or, for a sole shareholder, a dissolution without liquidation is often cheaper than several years of upkeep costs.