A commercial company that ceases its activities 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;
- the Trade and Companies Register
- direct tax, etc.
Who is concerned
Each commercial company that ceases its activities must report this to the various bodies where it is 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:
- voluntary dissolution/liquidation of the company;
- judicial dissolution/liquidation of the company;
- bankruptcy of the company.
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 activities, 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.
Only the registration/lodging/publication procedure with the RCS requires the payment of a fee.
- are laid down in the RCS table of tariffs;
- depend on the legal form and type of deed.
How to proceed
Cancellation of the business permit
The managing director must inform the following of the cessation of the business activity:
- the Minister of the Economy, responsible for business permits;
- within a period of one month.
The managing director must send the original version of the business permit to the General Directorate for Small and Medium-Sized Enterprises at the Ministry of the Economy, together with:
- the cessation form;
- a copy of their identity card or passport;
- the reason for the cessation.
The declarant will receive a ministerial order by post.
Deregistration from social security
The business must, within 8 days following the cessation of activity:
- deregister 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 declaration of end of employment for self-employed persons;
- cancel the affiliation of employees, if any, by sending a declaration of end of employment for employees to the CCSS.
The declarations 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 declaration of end of employment 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
- the copy of the business permit (the original document must be sent to the General Directorate for Small and Medium-Sized Enterprises at 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:
- within 15 days following the cessation of activity;
- a declaration of cessation to the Registration Duties, Estates and VAT Authority.
The declaration must be duly filled in, dated and signed by the person(s) authorised to act on behalf of the company. It includes:
- the VAT number of the business;
- the contact details of the business;
- the contact details of the buyer, if any;
- the value of the business broken down according to the VAT rates applicable during the transfer.
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 its activities, 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.
To do so, the employer must send the following:
- by registered letter with acknowledgement of receipt;
- in 4 copies;
- to the competent authority that issued the operating permit for classified establishments.
Within 60 days of receipt of the declaration of end of operations, the competent authorities will lay down the measures for:
- ensure environmental protection;
- if necessary, ensure the safety of workers, the public and the surroundings in general.
Where necessary, the business operator of the classified establishment may be required to:
- decontaminate the operating site;
- sanitize the operating site;
- restore the operating site to its original state.
Depending on its activities, the company must also:
- for the trader : notify the cessation of activity to the Chamber of Commerce;
- for craftsmen: return the craftsman's card to the Chamber of Skilled Trades and Crafts which will then inform the social security institutions;
- in the case of industrial activities: inform the Ministry of the Economy / the Fedil.