Company Liquidation in Luxembourg

While most companies in the financial field thrive in Luxembourg, there are several industries that until recently did not offer enough to their shareholders, which is why many of them had decided to strike off their companies. Company dissolution in Luxembourg is governed by the following laws:

• -          the Luxembourg Commercial Code, through Articles 437 to 592;
• -          the Luxembourg Company Act;
• -          the Civil Code.

There are two types of company liquidation procedures in Luxembourg:

• -          voluntary dissolution;
• -          compulsory dissolution.

Our company formation consultants in Luxembourg can offer more information about the legislation related to company liquidation.

Voluntary liquidation in Luxembourg

Voluntary dissolution of a company in Luxembourg must begin with a general meeting of the shareholders where the decision of liquidating the company is taken and a liquidator is appointed. The decision of liquidating a company must be passed by a certain percentage of the shareholders. However, this percentage depends on the type of company registered with the Luxembourg Trade Registry.

Once the liquidation process begins, the liquidator must file an inventory with the company’s assets and liabilities and a liquidation balance sheet with the Companies Register, after which he or she will pay the Luxembourg company’s debts and, if any amount remains, it will be distributed among the shareholders in accordance with their capital contribution.

Compulsory liquidation in Luxembourg

The compulsory liquidation of a company in Luxembourg is ordered by a court if:

• -          the shareholders file for dissolution and the court decides they have “legitimate grounds”;
• -          public prosecutors ask for company liquidation following serious offences.

In this case, the liquidator, also known as official receiver, will be appointed by the court. The compulsory liquidation procedure starts once the official receiver files the motion with the Luxembourg Trade Register. Following that, the liquidator:

• -          publishes the court order in the local press and in the electronic list of companies;
• -          prepares the inventory and the liquidation balance sheet;
• -          organizes the collection of money owed to the company and the sale of the company’s assets;
• -          verifies the company’s receivables.

Then, the official receiver will pay the company’s debts, the remaining amount to the shareholders and, at last, file for bankruptcy.

For complete information about company liquidation procedures, please contact our company registration agents in Luxembourg.