Cessation of activity by a company

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Summary:

When your commercial company ceases business, you must inform the organisations with which you are affiliated or registered.

Go to online services and forms

A commercial company that ceases business must carry out a number of administrative steps and formalities in order to deregister or cancel their authorisations with regard to the following:

  • the business permit;
  • social security;
  • VAT;
  • the Trade and Companies Register
  • direct tax, etc.

Who is concerned

All commercial companies that cease their activity must report this to the various bodies with which they are affiliated or registered.

Depending on the reasons of cessation, these formalities must be carried out:

  • either by the persons authorised to act on behalf of the company in case the business manager/administrator is leaving;
  • by the assignor in the case of a transfer/disposal;
  • by the liquidator in the case of a dissolution/liquidation;
  • or by the trustee in the case of a bankruptcy.

These deregistrations/cancellations may be necessary following the:

Deadlines

The Minister of the Economy, responsible for business permits, must be informed within one month of the cessation of activity.

Within a period of 8 days after ceasing its activity, the company must deregister from social security.

The company must send a declaration of cessation of this activity to the Registration Duties, Estates and VAT Authority within 15 days after effectively ceasing the activity.

If the deed of dissolution/liquidation or transfer abroad was registered by notarial deed, the notary must:

  • register the deed with the Registration Duties, Estates and VAT Authority within 15 days of signature;
  • then file it with the Trade and Companies Register (RCS);
  • and publish it in the Electronic Compendium of Companies and Associations (Recueil électronique des sociétés et associations - RESA).

The signatories of private deeds (i.e. without the intervention of a notary) must, within a month of signature, register their deeds and submit them to the RCS for publication.

Costs

Only the registration/lodging/publication procedures with the RCS requires the payment of a fee.

These fees:

How to proceed

Cancellation of the business permit

Authorised managers can submit their request in one of 2 ways, the first of which is strongly recommended:

  • they can either submit their request to cancel their business permit online via their business eSpace on MyGuichet.lu, using a LuxTrust product. Depending on the information entered, the system will determine which documents need to be attached to the application; or
  • they can send the cessation of activity form (see under 'Online services and forms') by post to the Ministry of the Economy, accompanied by:
    • the original of the business permit (if available);
    • a copy of their identity card or passport;
    • the reason for the cessation.

Deregistration from social security

The business must, within 8 days following the cessation of activity:

  • deregister the following from the Joint Social Security Centre (Centre commun de la sécurité sociale - CCSS):
    • the insured person exercising the function of manager/administrator; or
    • the insured person in whose name the business permit is recorded by submitting a termination form for self-employed persons;
  • cancel the affiliation of employees, if any, by sending a termination form for employees to the CCSS.

The termination forms must be duly completed, dated and signed by the person or persons authorised to act on behalf the company. They must include:

  • the self-employed's national identification number (matricule - 13-digit social security number) / the employee's and the employer's national identification number;
  • the business address;
  • reason for the cessation of activity / departure of the employee;
  • date of the end of the activity / of the last day of work.

The termination form for self-employed workers must be accompanied, depending on the circumstances, by the following documents:

  • the duly registered deed of transfer of shares or the deed of resignation; or
  • a copy of the business permit (the original must be returned to the Ministry of the Economy).

The declarant will receive an acknowledgment of receipt for verification purposes.

Declaration of cessation with the Registration Duties, Estates and VAT Authority

The company must send a declaration of cessation (see 'Online services and forms') to the Registration Duties, Estates and VAT Authority within 15 days after ceasing its commercial activity:

  • through MyGuichet.lu; or
  • by post to the following address:
    Administration de l'enregistrement, des domaines et de la TVA
    Boîte postale 31
    L - 2010 Luxembourg.

The online procedure requires a LuxTrust product or an electronic identity card (eID).

If a paper declaration is used, it must be duly completed, dated and signed by the person(s) authorised to bind the company.

For any transfer, except the transfer of all or part of the assets to another taxpayer, the assignor must charge value added tax and declare and pay the tax due.

Deregistration with the Trade and Companies Register (RCS)

Any business that ceases activity, regardless of its legal form, must request its removal from the Trade and Companies Register and publish the deed of cessation of business.

If the deed of dissolution/liquidation/transfer was registered by notarial deed, the notary will file the document with the RCS and handle the publication of the notice.

In the event of a private document, it is the managing director/liquidator himself who has to request the removal from the register by means of electronic filing with the RCS and who must indicate:

  • the RCS registration number;
  • the company name and address of the business;
  • the date of cessation of business;
  • the reason for the removal from the register.

The declarant also has to attach the document that must be published and which will indicate the reason for the removal from the register, where applicable.

Notification of the cessation with the Inland Revenue

Following the removal from the RCS, the Luxembourg Inland Revenue will also remove the company from its registers after:

  • the closing of the fiscal year;
  • the verification of the company's compliance with its tax obligations in terms of:
    • the withholding of payroll tax;
    • advance payments and principal.

However, the company may notify its cessation to the competent tax office by mail in order to cancel advance payments set for the following or current year.

Declaration of cessation of operation of a classified establishment

Any business operator of a classified establishment that ceases operation permanently must declare the termination of activity of said establishment.

Other formalities

Depending on its activity, the company must also:

Online services and forms

Online services

Application for, modification of or cancellation of a business permit

Other language(s)

Dépôt électronique auprès du RCS

AED: Notification of termination of activity

Other language(s)

Downloadable forms

Note: view tips for using PDF forms.

Application for termination of activity

Last update 18.10.2023

PDF1.23 Mb

Other language(s)

Déclaration de sortie pour travailleurs indépendants

Pdf

Other language(s)

Déclaration de sortie

Pdf

Déclaration de cessation - Taxe sur la valeur ajoutée (TVA)

sur le Portail de la fiscalité indirecte
Pdf

Who to contact

  • Joint Social Security Centre (CCSS)

    Address:
    4, rue Mercier L-2144 Luxembourg
    L-2975 Luxembourg
    Phone:
    (+352) 40 14 11
    Email address:
    ccss@secu.lu
    Website:
    https://ccss.lu/en.html
    Closed ⋅ Opens Monday at 8.00
    Saturday:
    Closed
    Sunday:
    Closed
    Monday:
    8.00 to 16.00
    Tuesday:
    8.00 to 16.00
    Wednesday:
    8.00 to 16.00
    Thursday:
    8.00 to 16.00
    Friday:
    8.00 to 16.00

    The reception desks can only be visited by appointment.

  • Luxembourg Business Registers (LBR)

    Address:
    Luxembourg

  • Luxembourg Business Registers (LBR) Luxembourg Office

    Address:
    31, Avenue de la Gare L-1611 Luxembourg
    L-2961 Luxembourg
    Phone:
    (+352) 26 42 81
    Fax:
    (+352) 26 42 85 55
    Email address:
    helpdesk@lbr.lu
    Website:
    https://www.lbr.lu
    Closed ⋅ Opens Monday à 9h00
    Saturday:
    Closed
    Sunday:
    Closed
    Monday:
    9h00 à 12h00, 13h30 à 16h00
    Tuesday:
    9h00 à 12h00, 13h30 à 16h00
    Wednesday:
    9h00 à 12h00, 13h30 à 16h00
    Thursday:
    9h00 à 12h00, 13h30 à 16h00
    Friday:
    9h00 à 12h00, 13h30 à 16h00
    Monday-Friday from 9.00 to 12.00 and from 13.30 to 16.00 /Registration helpdesk only by appointment.

  • Luxembourg Business Registers (LBR) Diekirch Office

    Address:
    Bei der Aaler Kirch - Place Joseph Bech L-9211 Diekirch
    B.P. 20 / L-9201
    Phone:
    (+352) 26 42 81
    Fax:
    (+352) 26 42 85 55
    Email address:
    helpdesk@lbr.lu
    Website:
    https://lbr.lu
    Only on Monday by appointment.

2 of 3 bodies shown

  • Chamber of Commerce Chamber of Commerce

    Address:
    7, rue Alcide de Gasperi L-2981 Luxembourg Luxembourg
    Phone:
    (+352) 42 39 39 1
    Email address:
    chamcom@cc.lu
    Website:
    http://www.cc.lu/index.php?page=13
    Closed ⋅ Opens Monday at 8.00
    Saturday:
    Closed
    Sunday:
    Closed
    Monday:
    8.00 to 12.00 , 14.00 to 18.00
    Tuesday:
    8.00 to 12.00 , 14.00 to 18.00
    Wednesday:
    8.00 to 12.00 , 14.00 to 18.00
    Thursday:
    8.00 to 12.00 , 14.00 to 18.00
    Friday:
    8.00 to 12.00 , 14.00 to 18.00

2 of 7 bodies shown

Related procedures and links

Procedures

Links

Further information

Tarifs du registre de commerce et des sociétés

Legal references

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