A solvent Luxembourg company closes by voluntary liquidation, in an order fixed by statute. The shareholders dissolve it at an extraordinary general meeting convened by the managers or directors, which must be held before a notary. In the same deed, the general meeting appoints the liquidator or liquidators and determines the method of liquidation.
The liquidator winds the company up, settling with the tax office (ACD), the VAT office (AED) and the social-security centre (CCSS). After an auditors' check and a final meeting, the closure is published and the company is struck off. The books are kept for 5 years after that.
Those settlements are made from the company's books, so the groundwork is bringing the bookkeeping, VAT returns and annual accounts up to date before and through the liquidation.
See what monthly accounting includes, from €250Guichet.lu sets out the sequence on its page on voluntary dissolution and liquidation. Leaving the company dormant is not free. The minimum net wealth tax starts at €535 a year, the filing deadlines keep running, and stopping the filings does not close it.
What are the steps to close a Luxembourg company?
The first act needs a notary, so booking the notary is the first practical task. The appointment, not the shareholders' decision, sets the start date.
| Step | What happens | What it produces |
|---|---|---|
| 1. Dissolution | Shareholders vote before a notary; in a Sàrl, half of the partners representing three-quarters of the share capital must agree | A notarial deed, filed with the RCS within 1 month |
| 2. Liquidator | At the same sitting, the general meeting appoints the liquidator or liquidators and determines the method of liquidation | A mandate defining what may be sold, settled and signed |
| 3. Winding up | Assets sold, contracts ended, creditors and staff paid, bank accounts closed, positions settled with the ACD, the AED and the CCSS | A company with nothing left to owe or collect |
| 4. Auditors' check | Review by one or more internal auditors appointed to check the accuracy of the liquidators' report | The auditors' findings, put to the shareholders |
| 5. Final meeting | The closing meeting deals with approving the liquidation accounts and the auditor's accounts and releasing the liquidator from their duties | Minutes recording the discharge |
| 6. Closure | As the company's last act, the closure notice must be filed with the RCS for publication in the RESA | The end of legal existence: once the procedure is closed the company is struck off the Trade and Companies Register |
| 7. Archive | Books preserved for 5 years, held in Luxembourg | A custodian, agreed while the company still exists |
Step three is the only one whose length you influence. Three authorities run on three clocks, and the file stalls at whichever one last asked a question. Those questions reach back into earlier years, whose records a winding-down company has usually packed away.
What sets the pace is the state of the books. A company with tidy records, no disputed creditors and a settled VAT position moves through step three at the authorities' speed. One with unreconciled accounts spends most of the time reconstructing them.
Publication is quick: the deed is published in RESA on the day of filing, or on a fixed date chosen by the filer when creating the filing request, within a limit of 15 days after filing.
Guichet's accounting-obligations page sets ordinary retention at 10 years and 5 in liquidation, with records kept in Luxembourg. Agree before the final meeting who physically holds the boxes or the drive. Afterwards there is no entity to own them and no liquidator with a mandate to arrange it.
Because of the Sàrl majority in step one, a shareholder with a blocking stake can keep alive a company everyone else wants closed. Establish who holds what before booking the notary.
What does leaving the company dormant cost?
The minimum net wealth tax is €535 a year on a balance sheet up to €350,000, €1,605 between €350,000 and €2,000,000, and €4,815 above that, per the ACD tariff for collective entities. It is due in a loss-making year exactly as in a profitable one. A dormant holding with assets still on its balance sheet is not in the cheap band. A dormant company also keeps the full compliance calendar of a trading one.
Already trading
Photograph the invoice. Send it in. Everything else is handled
Bookkeeping, VAT returns and annual accounts by a licensed Luxembourg firm, from €250 a month. You keep access to your own records.
See how it worksFour duties survive dormancy, each with a date and a penalty:
| Duty | Deadline | If it is missed |
|---|---|---|
| Annual accounts filed with the RCS | 7 months after the financial year-end | Repeated breaches count in the business-permit integrity test |
| Tax return, filed as a single return (modèle 500) covering corporate income tax, municipal business tax and net wealth tax | 31 December of the year following the tax year | A supplement of up to 10% of the tax assessed |
| Minimum net wealth tax | Quarterly advances on 10 February, 10 May, 10 August and 10 November | 0.6% a month once the tax is due and unpaid |
| Beneficial owners kept current at the RBE | Changes filed within 1 month | Non-registration for 6 months is a disqualifying act |
Those 7 months are two clocks in sequence. The shareholders must approve the accounts within 6 months of the year-end, then file them within 1 month of approval. A dormant company misses the first clock quietly, because nobody calls a meeting to approve accounts showing nothing.
The ACD charges late-payment interest of 0.6% a month on tax left unpaid, on top of any filing supplement.
Keeping a dormant entity on purpose is legitimate, for a holding waiting for a transaction or a permit worth keeping. Write the annual cost down next to the reason.
Why can an abandoned company block your next business permit?
Professional integrity is a condition of every Luxembourg business permit, and the integrity test lists the acts that disqualify a person. Three of them are things an unattended company produces by itself. The first is failing, on at least two occasions during the last three financial years, to meet the filing and publication obligations under the Trade and Companies Register law. The second is leaving tax returns unfiled for 2 financial years within a 3-year period. The third is leaving the beneficial owners unregistered for 6 months.
The test also reaches wider than the person who signed. It covers the manager of the business in whose name the permit will be issued; and, where the business is operated as a company, also the person holding the majority of the shares and anyone who can exert a significant influence on the management or administration of the business.
What if the company cannot pay its debts?
Voluntary liquidation is the procedure for a solvent company, one that can pay everyone it owes. It does not apply to a company that has stopped paying and cannot restore its credit, which falls under a different, court-supervised regime. That route carries its own permit risk, because accumulating substantial debts to public creditors as a result of bankruptcy or compulsory liquidation is itself a disqualifying act.
How long does it take to close a Luxembourg company?
The meetings and filings are quick, and the winding up is not. There is no official figure for how long a liquidation takes, so any single number describes one company's experience rather than a rule. The variable is step three, the winding up, and the state of the books when it begins.
Can I stop filing and let the company lapse?
No. Strike-off comes at the end of the procedure, never instead of it, and the register does not quietly forget a company. Abandonment produces the involuntary version: a dissolution driven by the authorities, with the filing breaches already on the public record. Anyone who pulls an RCS extract sees which applies, a completed liquidation or years of missing accounts.
Where does a closure actually start?
The liquidator cannot settle with the ACD, the AED and the CCSS from unreconciled books. Each year's modèle 500 also stays due by 31 December of the year following the tax year. So the one task that can start before the notary is booked is bringing the bookkeeping, VAT returns and annual accounts up to date.