Administrative dissolution without liquidation
A sometimes tricky operation, our chartered accountants can help you dissolve your company.
Our team will take care of the legal formalities, offering you advice, security and convenience.
The law of October 28, 2022 introduces a new mechanism enabling the administrative dissolution of a company without going through the formal procedure of full judicial liquidation of certain commercial companies, as provided for in article 1200-1 of the law of August 10, 1915). Civil companies are therefore excluded from this mechanism.
The purpose of administrative dissolution without liquidation is to eliminate commercial companies under Luxembourg law which have not complied with applicable law for several years, and which have no assets or employees.
3 cumulative conditions must be met to qualify for administrative dissolution :
- No assets
- No employees
- Pursues activities contrary to criminal law or seriously contravenes the provisions of the Commercial Code or the laws governing commercial companies
Procedure for administrative dissolution without liquidation :
Stage 1: Identification & request from the public prosecutor
Step 2: Initiation of dissolution proceedings by the RCS
Within 3 days of the prosecutor’s requisition.
The decision must be :
- notified by registered letter with acknowledgement of receipt to the company’s registered office;
- filed and entered in the Trade and Companies Register (RCS) and
- published in two Luxembourg newspapers, as well as in the Recueil électronique des sociétés et associations (RESA).
Stage 3: Verification by the RCS administrator
Following publication of the decision to initiate the administrative dissolution procedure, the RCS manager sets up a verification mission to confirm the absence of assets and employees. The persons contacted by the RCS manager have 1 month to respond to the request.
Step 4: Decision by the public prosecutor on whether or not to continue with the dissolution procedure
Termination of the procedure :
If there is no proof of serious breaches of company law, absence of assets or absence of employees: the public prosecutor asks the RCS manager to halt the proceedings.
Registration of the decision to halt the proceedings in the RCS and publication in the RESA.
Prosecution of the procedure :
Confirmation that the company is responsible for serious breaches of company law has neither assets nor employees: the public prosecutor asks the RCS manager to continue and close the administrative dissolution procedure.
Stage 5: Closure of the administrative dissolution procedure
No later than 6 months after publication of the decision to open the procedure.
The closing decision is taken by the RCS administrator and published in the Recueil électronique des sociétés et associations (RESA). The decision to close the company results in its dissolution.
The company has 1 month to appeal against this decision. If the dissolution procedure is deemed to be unfounded, the company must bring the matter before the district court sitting in commercial matters.
The appeal is served on the administrator of the Trade and Companies Register and the public prosecutor.