Company and fund liquidation in Luxembourg

Orderly wind-downs, advised and administered by the same senior consultant end to end: voluntary liquidations of companies and SPVs, fund liquidations, and the supervisory mandates that surround them. The objective is always the same — a closure file that stands on its own when a shareholder, creditor, auditor or regulator reads it years later.

What we do

Voluntary liquidation, start to finish. Structuring the decision (members' voluntary or creditors' voluntary), the sequence of resolutions and filings under the Law of 10 August 1915, realisation of assets, treatment of creditors, distributions, and closure — including the RCS filings and the retention of books.

Auditor in liquidation and commissaire mandates. Independent examination of the liquidator's accounts and mandates as commissaire appointed to review the closing accounts — including for specialised investment funds under Article 47(9) of the SIF Law. See the review, verification & assurance page for the full supervisory offering.

Fast-track dissolution. Where the position is clean — no disputes, no contingent liabilities, assets readily realisable — the simplified single-step dissolution can compress the timeline materially. We assess honestly whether a file qualifies; forcing a contested position into the fast track is how liquidations reopen.

Dissolution by merger. Absorption of the entity by a group company as a strategic alternative to winding up: assets and obligations transfer by operation of law, which is often cleaner for structures with ongoing contracts.

Third-party wind-down administration. The administrative burden of a liquidation — correspondence, filings, registers, creditor communications, document retention — run externally, so the liquidator and the group can focus on the decisions that matter.

How an engagement runs

First a scoping review: corporate position, assets and liabilities, tax attributes, open litigation, regulatory status. Then a written wind-down plan with sequence, timeline and cost. Execution follows the plan, with deviations documented — because the closure file is the product.

Frequently asked questions

How long does a Luxembourg voluntary liquidation take?

A clean members' voluntary liquidation of a holding company typically completes within a few months across the three classic steps (opening, liquidator's report and commissaire review, closing). Contested creditor positions, illiquid assets, or open tax years extend that materially; the honest answer follows the scoping review, not before.

Do we need a commissaire for the closing accounts?

In the standard three-step voluntary liquidation of an S.A., the general meeting appoints a commissaire to examine the liquidator's accounts before closure; for certain funds the same logic applies under the sector law. The mandate does not require a CSSF audit licence and is one of the supervisory services we provide.

Can a company with unresolved liabilities use the simplified route?

Generally no. The simplified single-step dissolution assumes the position is clean. Where liabilities are unresolved or contingent, the standard route with proper creditor treatment protects the directors and shareholders — a reopened liquidation costs more than the months it was meant to save.

What happens to the books and records after closure?

Luxembourg law requires the company's books to be retained after closure — as a rule for five years for commercial documentation, longer where tax or specific legislation demands it. Designating the custodian is part of the closing resolutions; we handle retention arrangements as part of the wind-down administration.