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Winding up - Luxembourg

Updated 01/2010

Legal requirements

Types of dissolution

Several events may lead to a commercial or craft activity ending, e.g. retirement, ill health or death of the company director, disagreement between partners, a legal decision, etc. The winding up process involves complete cessation of activities. For companies, this is known as dissolution and is followed by liquidation of the company.

This process refers to liquidation of the company assets. The legal personality of the company ceases to exist and the company continues only until its liquidation has been concluded.

In Luxembourg, there are two types of liquidation:

  • judicial liquidation, following a request of the state prosecutor's office or a partner;   
  • statutory liquidation, which is decided at a general meeting of shareholders.   

The dissolution of the company is subject to taxation.

  • Considering the tax implications of winding up a business français

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

One-stop shop

The Centre de formalités (Chamber of Trades) and the Espace entreprises (Chamber of Commerce) provide help with formalities and administrative procedures.

  • Centre de formalités - Chamber of Trades français
  • Espace entreprises - Chamber of Commerce français

The Guichet entreprises business portal provides several online forms.

  • Forms   français

Deregistration

During the liquidation procedure, the receiver carries out certain tasks, such as collecting any money due on invoices, selling the company assets, paying creditors, informing co-contractors, terminating contracts in progress, etc.

Cessation involves several formalities, including:

  • requesting cancellation of the incorporation permit   from the Ministry of Small Enterprises and Traders and Tourism;
  • notifying the cessation   to the Luxembourg Registry (VAT) and to the authority that issued the operating permit ('commodo-incommodo');      
  • informing the direct taxation authority when filing the annual tax return;
  • removing the company   from the Trade and Companies Register;   
  • for craftsmen: sending back the craftsmen's card to the Chamber of Trades, which then informs social security about this for the purposes of cancellation;
  • for traders: notifying the Chamber of Commerce of the cessation ;
  • where necessary, notifying the cessation to the relevant professional association.
  • Cancelling various permits and registrations in the event of cessation of business or the departure of the manager of a commercial company français
  • Forms - company in difficulty   français
  • Requesting the cancellation of an existing permit msw8 [370 KB] français
  • Competent tax office français
  • Declaration of cessation pdf [32 KB] français
  • "Electronic" submission - RCS   français
  • Cancellation form - RCS   français
  • Chamber of Trades français
  • Chamber of Commerce français

Once you have completed these operations, the liquidation must be concluded. This must then be published in the Trade and Companies Register.

  • Trade and Companies Register français

Any company subject to legislation on classified facilities must notify the relevant authorities of the cessation, for the purposes of environmental protection. These authorities differ according to the type of facility.

  • Nomenclature and classification of classified facilities pdf [157 KB] français
  • Requesting an operating permit for a classified facility (commodo/incommodo) français
  • Carrying out a risk assessment for some classified facilities français

Resources

The Guichet entreprises business portal also provides various information to entrepreneurs.

  • Guichet entreprises français

Check also the legislation on this topic in:

  • References

    Legal texts

    • Commercial Code pdf [88 KB] français
    • Amended Law of 30 July 2002 governing some commercial practices, sanctioning unfair competition and transposing Directive 97/55/EC of the European Parliament and of the Council of 6 October 1997 amending Directive 84/450/EEC concerning misleading advertising so as to include comparative advertising pdf [50 KB] français
    • Law of 10 August 1915 on commercial companies français

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Further help

The Chamber of Commerce and the Chamber of Trades provide support and advice on how to successfully wind up a business.

  • Chamber of Trades français
  • Chamber of Commerce français

The Guichet entreprises business portal offers various services to business owners assigning their company, e.g. offering advice and evaluations for projects and providing online forms.

  • Guichet entreprises français