Removing unnecessary companies from an international group – Luxembourg

This article is kindly contributed by Aurore Perleau, Attorney-at-Law at Loyens & Loeff. Her contact details are at the end of this article.

In Luxembourg, the most common type of subsidiary company within a multinational group is a private limited liability company (société à responsabilité limitée or S.àr.l.).

This article provides an overview of the most common procedures for removing a S.àr.l., as part of a voluntary liquidation (liquidation volontaire).

Two procedures can be distinguished, depending on the shareholding of the S.àr.l. and its liabilities, i.e.:

  • Ordinary procedure – involving three separate steps, including the appointments of a liquidator and a liquidation auditor; and
  • Simplified procedure – which is done as a single step but requires that the S.àr.l. has a sole shareholder and does not have any liabilities or debts to unrelated third parties.

The key legal differences between the ordinary and the simplified procedures are summarized in the following table.

Removing Luxembourg Companies Table

Aurore Perleau, the author, is an Attorney-At-Law in the London office of Loyens & Loeff. She can be contacted by telephone on +44 20 78 26 30 92 or by email at aurore.perleau@loyensloeff.com.

Group Reorganization Planning Form

This simple form will help you kick-start your reorganisation project by capturing the planning essentials.

Free Download