Closing a solvent Luxembourg company means voluntary liquidation, and the order is fixed by statute rather than by preference. The shareholders dissolve the company 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 realises the assets, settles the debts and closes the company's position with the direct-tax administration (ACD), the VAT administration (AED) and the social-security centre (CCSS).
The liquidation is then reviewed by one or more internal auditors appointed to check the accuracy of the liquidators' report; a final meeting approves the accounts and releases the liquidator; the closure notice must be filed with the RCS for publication in the RESA; and once the procedure is closed the company is struck off the Trade and Companies Register. The books outlive the company by 5 years.
The sequence, the majority and the book-retention period below were read on the guichet.lu page on voluntary dissolution and liquidation in August 2026; the tax, register and accounting figures further down carry their own sources, linked where they appear. What varies between two closures is never the sequence — it is how long the middle phase takes.
The sequence, in statutory order
Each act unlocks the next, so a step attempted early simply waits. The procedure is a short chain of meetings and filings wrapped around one long middle phase where nothing is filed and everything is settled. Because the first act needs a notary, booking the notary is the first practical task rather than the last: the appointment, not the shareholders' decision, sets the start date.
| Step | What happens | What it produces |
|---|---|---|
| 1. Dissolution | The extraordinary general meeting above; in a Sàrl the decision is carried by half of the partners representing three-quarters of the share capital | A notarial deed, filed with the register 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 realised, contracts ended, creditors and employees 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 | The liquidation is reviewed 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 | 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 | The books are 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 separate clocks, and a file stalls at whichever of them last received a question.
Those questions are easy to trigger and slow to answer, because they reach back into earlier financial years — and the records needed to answer them are exactly the ones a company winding down has already packed away.
Steps one, two, five and six are paperwork days, and publication follows quickly: 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.
The archive is easy to forget, because it begins after the company has stopped existing. Guichet's accounting-obligations page sets ordinary retention at 10 years and shortens it to 5 in liquidation, with records kept in Luxembourg. Settle before the final meeting who physically holds the boxes or the drive: afterwards there is no entity left to own them and no liquidator with a mandate to arrange it.
What dormancy actually costs
The tempting non-decision is to let the company sleep: no activity, no attention, surely no harm. But a dormant company keeps the full compliance calendar of a trading one, and several of those obligations cost money whether or not a single invoice was issued.
| Obligation that survives dormancy | Deadline | If it is missed |
|---|---|---|
| Annual accounts filed with the RCS | 7 months after the financial year-end | repeated breaches feed the business-permit integrity test |
| Tax filing — 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 | supplement of up to 10% of the tax assessed |
| Minimum net wealth tax, due in a loss-making year exactly as in a profitable one | 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 really two clocks in sequence: the accounts must be approved by the shareholders within 6 months of the year-end, then filed within 1 month of approval. A dormant company misses the first clock quietly, because nobody calls a meeting to approve accounts showing nothing, and then discovers the second one has already run.
The minimum net wealth tax is the number that turns "it costs nothing to leave it there" into arithmetic. It 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. A dormant holding company with assets still on its balance sheet is not in the cheap band.
Add an accountant preparing accounts for a company that did nothing, and the yearly cost of leaving it there is a real figure rather than a notional one. The late-filing supplement of up to 10% and monthly interest at 0.6% on tax left unpaid then sit on top of it, because a company nobody is watching is a company whose dates pass unnoticed.
The bill that follows you into the next company
The consequence that is easiest to miss is not financial, because it lands years later and inside a different file. Professional integrity is a condition of every Luxembourg business permit, and three of the acts that disqualify a person are things an unattended company produces on its own, without anyone deciding anything:
- 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
- not filing tax returns for 2 financial years falling within a three-year period
- leaving the beneficial owners unregistered for 6 months, the last row of the table above
The integrity 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.
The entity you stopped thinking about several years ago is therefore capable of surfacing in the permit file of the company you actually care about.
When voluntary liquidation is not the route
Voluntary liquidation is the procedure for a solvent company — one that can pay everyone it owes. Where a company has stopped paying and cannot restore credit, voluntary liquidation is not the right procedure and a different, court-supervised regime applies instead.
That boundary is worth establishing with an adviser before any liquidation step is taken, because the two routes diverge early and the choice is not the shareholders' to make once the company is insolvent. That duty attaches from the moment payments actually stop, not from the moment the shareholders accept what has happened, which is why the gap between the two is the dangerous part.
Managers who wait through it are exposed personally in a way they are not in a voluntary liquidation, and the integrity list reaches here too: accumulating substantial debts to public creditors as a result of bankruptcy or compulsory liquidation is itself a disqualifying act. The moment debts start looking unpayable is the moment for a professional opinion on which procedure applies.
Common questions
These are the questions that become concrete once the decision to close is made and the calendar turns real: how long the whole thing takes, whether there is a cheaper way to disappear, what a sleeping company still owes the tax office, who signs at the end, and what majority the shareholders need before any of it can start.
How long does it take to close a Luxembourg company?
The meetings and filings are quick; the winding up is not. Clean books close fast, archaeology closes slowly — a company with tidy records, no disputed creditors and a settled VAT position moves through step three at the speed of the administrations, while one with unreconciled accounts spends most of the elapsed time reconstructing them. No official processing time is published for a liquidation, so any single figure describes one company's experience rather than a rule.
Can I stop filing and let the company lapse?
No. Strike-off comes at the end of the procedure, not instead of it, and there is no route where the register quietly forgets you. Abandonment produces the involuntary version: a dissolution driven by the authorities rather than by the shareholders, with the filing breaches above already on the record.
Does a dormant company still pay tax?
Yes. The return is still due by 31 December of the year following the tax year, and the minimum net wealth tax applies in a loss-making or inactive year exactly as in a profitable one, starting at €535 for a balance sheet up to €350,000.
Who signs the accounts at the end?
The liquidator produces them, the internal auditors verify them, and the shareholders sign off at the closing meeting, whose business is approving the liquidation accounts and the auditor's accounts and releasing the liquidator from their duties — one resolution covering both.
What majority is needed to dissolve a Sàrl?
A vote of half of the partners representing three-quarters of the share capital, taken at the notarial meeting in step one. A shareholder holding a blocking stake can therefore keep alive a company everyone else wants closed, which is worth establishing before the notary is booked.
Closing well is a record
Closure is filed mentally under failure. The register records something narrower: a company that went through the procedure, rather than one that stopped answering. Both states are public, and anyone pulling an extract sees which applies — a strike-off entry after a completed liquidation, or years of missing accounts and a dissolution nobody chose.
Sometimes maintaining a dormant entity makes more sense than closing it: a holding structure waiting for a transaction, a company with a permit worth keeping alive. That is a decision worth making explicitly, with the annual cost written down next to the reason. What does not work is the version where nobody decides.