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Company Liquidation in Luxembourg

August 14, 2012, 7:37 pm
BridgeWest

BridgeWest handles company liquidation in Luxembourg. For more information, please contact us.

The company liquidation in Luxembourg is preceded by  the company dissolution, which is a less expensive and quicker process of company termination. A company can cease its commercial activities after the publication of the minute of the last meeting of the shareholders announcing the termination of the liquidation process in the Luxembourg Memorial.

The dissolution may be voluntary or involuntary.

In Luxembourg, the voluntary company dissolution comes as a decision of the shareholders, or if the availability date for the company has expired, as stated in the Articles of Association.

Whilst the involuntary company dissolution is ordered usually by the prosecutor and usually comes as a result of a law violation.

The dissolution is followed by the company liquidation. After deciding that the company should be liquidated, the general meeting of the shareholders must make public this decision and published it in the Luxembourg Memorial. Also a liquidator must be appointed, usually a person from the former management board.

The liquidator may be the director of the managing board (in case of the Joint Stock Company and Cooperative Company), the manager (in the case of Limited Liability Company) and the general member (in case of the Partnership or Limited Partnership).

The liquidator has the power of the former management form, but only if the result of this actions is leading to the Luxembourg company liquidation. Many of his decisions must be first approved by the general meeting of the shareholders, like borrowing money or selling the company’s assets in order to pay the company’s debts.

All the creditors are invited to present they’re claims and prove it if necessary. The claims are covered in full and all the debts are paid.

After this, the remaining assets are distributed among the shareholders, in order of their priority.

A last balance sheet and a report regarding the Luxembourg company liquidation must be issued by the liquidator and presented in the last meeting of the company’s members. A commissioner is appointed with the main role of checking the way the liquidation was carried by the liquidator. He must check and approve the balance sheet and the report of liquidation.

After his approval, a new meeting is appointed and during it the commissioner is presenting its observations and the liquidator is receiving his remuneration and he is dismissed.

An announcement regarding the termination of the liquidation is posted again in the Luxembourg Memorial and the company is erased from the register and ceases its economical actions.




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BridgeWest provides a wide range of legal services in Luxembourg through our affiliated Luxembourg lawyers and Law Firms. We are mainly specialized in the main aspects of Luxembourg Commercial Law, including Company Formation, Debt Collection, Com ... [More]