The procedure for administrative dissolution without liquidation makes it possible to dissolve a company administratively without having to go through a full formal judicial liquidation.
It allows 'empty shells' (companies that no longer have a reason to exist) to be disposed of in a short time and at a lower cost to the state.
Who is concerned
Types of company concerned
Any commercial company that:
- has no employees;
- has no assets; and
- pursues activities contrary to criminal law or seriously contravenes the provisions of the Commercial Code or the laws governing commercial companies (lack of a registered office, lack of a manager, failure to file annual accounts, etc.),
may be subject to an administrative dissolution procedure without liquidation.
The procedure for administrative dissolution without liquidation is not applicable to:
- credit institutions and investment firms;
- other financial establishments;
- insurance and reinsurance companies;
- undertakings for collective Investment (UCI);
- specialised investment funds (SIF);
- venture capital companies;
- central counterparties;
- central securities depositaries;
- pension funds in the form of a pension savings company with variable capital or a pension savings association;
- pension funds subject to prudential supervision by the Supervisory Authority for the Insurance Sector (Commissariat aux Assurances);
- securitisation bodies that issue securities to the public on a continuous basis;
- payment institutions and electronic money institutions;
- reserved alternative investment funds (RAIF);
- companies practising law.
How to proceed
Initiation of the procedure
Administrative dissolution procedures without prior liquidation are initiated by the public prosecutor.
If there is clear and consistent evidence that a commercial company is in serious breach of company law and has neither assets nor employees, the public prosecutor requests the administrator of the Trade and Companies Register (RCS) to initiate the administrative dissolution procedure.
Decision to initiate the procedure
The administrator of the Trade and Companies Register initiates the procedure for administrative dissolution without liquidation within 3 days of the prosecutor's request.
The decision to initiate the procedure is:
- notified by registered letter with acknowledgement of receipt to the company's registered office; and
- published in 2 Luxembourg newspapers within 3 days of the date of the decision.
The notice published in the newspaper must contain the following information:
- the company name;
- its registration number;
- the address of its head office;
- the opening date of the procedure;
- the grounds for initiating the procedure;
- the possibility to appeal against the opening decision within one month of its publication.
Verifications to be made by the administrator of the Trade and Companies Register
After the publication of the decision to initiate the procedure, the administrator of the Trade and Companies Register carries out a verification mission to confirm the absence of assets and employees.
The RCS administrator requests information on the financial or administrative situation of the company from:
- credit institutions with which the company has a bank account or safe deposit box in its name;
- Luxembourg-based non-life insurance companies;
- the mortgage registry in Luxembourg and Diekirch;
- the Land Registry and Topography Administration;
- the National Society of Automotive Traffic (Société nationale de circulation automobile - SNCA):
- the Joint Social Security Centre (CCSS);
The persons contacted by the RCS administrator have 1 month to respond from the date of the request for information.
Decision of the prosecutor on the continuation of the procedure
The administrator of the Trade and Companies Register informs the public prosecutor of the result of the verifications.
Termination of the procedure
If there is no proof of serious breaches of company law, lack of assets or lack of employees, the public prosecutor asks the administrator of the Trade and Companies Register to stop the procedure.
The decision to terminate the procedure is published in the Electronic Compendium of Companies and Associations (RESA).
Continuation of the procedure
If it is confirmed that the company responsible for serious breaches of company law has no assets and no employees, the public prosecutor asks the administrator of the Trade and Companies Register to continue the dissolution procedure.
Closure of the procedure
The administrative dissolution procedure without liquidation is closed at the latest 6 months after the publication of the opening decision.
The decision to close the procedure is taken by the administrator of the Trade and Companies Register. It is published in the Electronic Compendium of Companies and Associations (RESA).
The decision to close the procedure results in the dissolution of the company.
The commercial company against whom the decision is made to open the administrative dissolution procedure without liquidation, or any interested third party who considers that the conditions for such dissolution are not fulfilled, may file an appeal against that decision.
The judge competent to rule on the appeal is the president of the district court for commercial matters. The legal action is brought and judged in accordance with the procedure for summary proceedings.
The appeal is served on the administrator of the Trade and Companies Register and the public prosecutor.
Who to contact
Luxembourg Business Registers
Luxembourg Business Registers - locaux de Luxembourg14, rue Erasme
Adresse postale :
Tél. : (+352) 26 428-1Fax : (+352) 26 42 85 55du lundi au vendredi de 9h00 à 12h00 et de 13h30 à 16h00
Guichet d'assistance au dépôt : du lundi au vendredi, uniquement sur rendez-vous
Luxembourg Business Registers - locaux de DiekirchPlace Joseph Bech
Tél. : (+352) 26 428-1Fax : (+352) 26 42 85 55lundi, uniquement sur rendez-vous