The procedure for administrative dissolution without liquidation for a company requires it to have committed a criminal or commercial violation, have no employees and no assets, and be initiated by the Public Prosecutor. If the conditions are met, the company will be dissolved within six months and can be appealed within a one-month window. Exceptions include regulated investment funds and RAIFs, while non-supervised funds may still be eligible if they meet the conditions.
The new Law of 28 October 2022 creating the procedure for administrative dissolution without liquidation entered into force on February 1, 2023. It provides a simplified dissolution process for "empty shell" commercial companies, which is carried out at the request of the Public Prosecutor in collaboration with the managing entity of the Luxembourg Register of Commerce and Companies (RCS) and the Luxembourg Business Register (LBR).
To initiate the administrative dissolution process, a commercial company must meet three cumulative conditions: (1) an infringement of criminal law or a material breach of commercial law committed by the company, (2) the absence of employees, and (3) the absence of assets.
The administrative dissolution process in Luxembourg is carried out through an exchange of information between the LBR and the Public Prosecutor. The LBR conducts necessary checks, collects financial, administrative, and tax data, and provides the information to the Public Prosecutor. Based on the findings, the Public Prosecutor will determine whether to request the LBR to initiate the dissolution procedure. The procedure is then initiated, and the company is notified and the information is published in the Recueil électronique des sociétés et associations (RESA). The company is unable to manage its assets from the date of publication of the opening decision in the RESA. Afterwards, the LBR obtains evidence regarding the presence of employees or assets from financial institutions, insurance companies, and other relevant authorities, and the results are then presented to the Public Prosecutor who will decide whether to continue or discontinue the procedure. If all the required conditions are met, the administrative dissolution process will be concluded within six months and the company will be dissolved and removed from the RCS
The Public Prosecutor spearheads the administrative dissolution procedure, with the District Court handling commercial matters having oversight. If a company or any third party wishes to challenge the procedure, they must submit their grievances to the President of the District Court within a month of the publication of the opening decision on the RESA.
Some entities, such as regulated UCIs (UCITS, Parts II Funds, SIFs, SICARs), RAIFs, insurance and reinsurance companies, credit institutions, and law firms, are excluded from the scope of the Law. Non-supervised investment funds and their alternative investment fund managers could be eligible for such administrative dissolution if they meet the criteria of an empty shell.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.