Liquidations closed properly the first time, with a file that holds up years later.
A Luxembourg voluntary liquidation is three resolutions and a great deal of sequencing in between: creditors, tax attributes, the depositary, the CSSF where the vehicle is supervised, and a closing file that a shareholder, creditor or regulator may read long after the entity is struck off. We run the process end to end, or take the commissaire à la liquidation mandate where the general meeting needs an independent examination of the liquidator's accounts.
Who it is for
- End of life of a SICAV-SIF, RAIF or SICAR after the last realisation; consolidation of legacy SIF and SICAR ranges.
- Soparfi and SPV holding structures whose underlying investments have been sold.
- MiCA-driven wind-downs: a provider without a CASP authorisation closing an entity after the customer exit — see MiCA.
- Compartment terminations inside a securitisation vehicle.
- Boards that need a commissaire à la liquidation (commissaire-vérificateur) appointed for the closing accounts.
What you receive
- Wind-down plan — sequence, timeline, responsibilities, open points (tax years, litigation, regulatory status), agreed before the opening resolution.
- Resolutions and filings pack — opening, interim and closing resolutions; RCS filings; RESA publications; depositary and CSSF correspondence where applicable.
- Liquidation accounts and liquidator's report, or — where we hold the commissaire mandate — the commissaire à la liquidation report to the general meeting on the liquidator's report and accounts.
- Closing file — creditor treatment, distributions, tax clearance correspondence, custodian designation for the books, retention schedule.
How it runs
Indicatively sixteen to twenty-six weeks for a clean holding vehicle.
- Scoping call. Corporate position, assets and liabilities, tax attributes, regulatory status, open litigation.
- Engagement letter. Role (liquidator support, third-party administration, or commissaire mandate), scope, timeline.
- Delivery. Opening resolution → realisation and creditor treatment → interim accounts → liquidator's report → commissaire examination → closing resolution and RCS filing.
- Review session. Closing file handed over; retention arrangements confirmed.
Expert witness
The principal serves as a judicial expert in accounting, taxation, economics, commerce and finance matters and takes expert assignments in liquidation and insolvency disputes — quantification, reconstruction of accounts, review of a liquidator's conduct. Instructed by counsel or appointed by the court.
Representative matter
Voluntary liquidation of a real estate holding company, completed in six months — A Luxembourg holding company within an international real estate investment structure needed an orderly exit once its underlying investments had been realised. VieKey managed the voluntary liquidation from the opening resolution through to closing: settling liabilities, the liquidation accounts, dealings with the tax authorities and the Luxembourg Business Registers, and the final distribution to shareholders. The liquidation was closed within six months.
Where the text and practice diverge
- The 1915 Law (Art. 1100-15) has the general meeting appoint the commissaire to examine the liquidator's report; the text imposes no professional qualification. Market practice — and the position taken by the profession — is that a company that exceeded the statutory size thresholds in the preceding years should expect its commissaire to be an approved statutory auditor; for supervised vehicles the product law and CSSF practice generally settle the point. We say which side of that line a file sits on before accepting the mandate.
- The simplified single-step dissolution reads as a shortcut. Registries and tax offices treat it as one only when the position is clean; forcing a contested position into it is how liquidations reopen.
- "Tax clearance" is not a document the ACD issues on request; it is a state reached after the last return is filed and assessed, with VAT deregistration at the AED running in parallel. Timelines should be built around that, not around the closing resolution.
Frequently asked questions
How long does a Luxembourg voluntary liquidation take?
A clean members' voluntary liquidation of a holding company typically completes within a few months across the three classic steps (opening, liquidator's report and commissaire examination, closing). Contested creditor positions, illiquid assets, or open tax years extend that materially; the honest answer follows the scoping review, not before.
Do we need a commissaire for the closing accounts?
In the standard three-step voluntary liquidation of an S.A., the general meeting appoints a commissaire to examine the liquidator's accounts before closure; for certain funds the same logic applies under the sector law. The text does not reserve the mandate to an approved statutory auditor, and it is one of the mandates we take.
Can a company with unresolved liabilities use the simplified route?
Generally no. The simplified single-step dissolution assumes the position is clean. Where liabilities are unresolved or contingent, the standard route with proper creditor treatment protects the directors and shareholders — a reopened liquidation costs more than the months it was meant to save.
What happens to the books and records after closure?
Luxembourg law requires the company's books to be retained after closure — as a rule for five years for commercial documentation, longer where tax or specific legislation demands it. Designating the custodian is part of the closing resolutions; we handle retention arrangements as part of the wind-down administration.