A solvent Luxembourg company with one shareholder can be dissolved without liquidation in a single notarial deed, in a few weeks; the shareholder takes over all assets and debts. With several shareholders a voluntary liquidation with a liquidator and a liquidation auditor takes three to six months. Missing accounts and tax returns are the usual delay. Luxembourg levies no withholding tax on liquidation proceeds.
Four ways to close a Luxembourg company
| Route | When | Timing |
|---|---|---|
| Dissolution without liquidation | One shareholder takes over all assets and debts | Weeks: one notarial deed |
| Voluntary liquidation | Solvent company, one or more shareholders | 3 to 6 months or more |
| Administrative or judicial dissolution | Company that stopped filing or breached the law | Months, out of your control |
| Bankruptcy | Company that cannot pay its debts | Court-led, often long |
Closing a solvent Luxembourg company is easy. Closing one with missing filings is where the time goes.
Voluntary liquidation, step by step
- Bring filings up to dateAccounts, tax and VAT returns for every open year; clearance is the real bottleneck.
- Dissolution meetingBefore a notary: the shareholders dissolve the company and appoint a liquidator.
- Liquidation periodThe liquidator sells assets, pays creditors and closes contracts and accounts.
- Liquidation report and auditorA liquidation auditor (commissaire) checks the liquidator's report.
- Closing meetingApproval, discharge and distribution of the surplus; the RCS strikes the company off.
- After closingBooks kept for 10 years at a named address; final tax assessments still arrive.
Tax on closing
- Final tax returns. Corporate, municipal and net wealth tax up to the closing date, plus final VAT return and deregistration.
- No withholding on the surplus. Liquidation proceeds leave Luxembourg without dividend withholding tax.
- Gains on assets. Assets sold or taken over at market value can trigger tax on hidden reserves in the final year.
- Shareholder side. Your own country taxes the liquidation surplus, often as a capital gain.
- Social security. Close payroll and the social security account; outstanding contributions block the closing.
How should you close your company?
The result updates with each answer.
How should you close your Luxembourg company?
Five questions. You get the route, the steps and the timing.
Dissolution without liquidation in one deed.
Liquidator, auditor, closing meeting.
Missing years are the real delay.
On liquidation proceeds in Luxembourg.
Closing a Luxembourg company: frequent questions
How long does it take to close a Luxembourg company?
A dissolution without liquidation by a sole shareholder can be done in one notarial deed and completed in a few weeks. A voluntary liquidation with several shareholders takes three to six months or more, depending on assets and tax clearance.
What is a liquidation in one day in Luxembourg?
When a single shareholder decides to dissolve the company and takes over all its assets and liabilities, the company is dissolved without a liquidation period, in one deed. The shareholder becomes liable for any remaining debts.
Is there withholding tax on liquidation proceeds in Luxembourg?
No. Liquidation distributions are not subject to Luxembourg dividend withholding tax; the shareholder is taxed under the rules of its own country.
Can I just stop filing and let the company be struck off?
No. Since 2022 the RCS can dissolve companies that do not file, but the managers remain exposed to fines and the company's tax and social debts do not disappear.
What if the company cannot pay its debts?
Then it is not a voluntary closure: the managers must file for bankruptcy within one month of the cessation of payments.