Cessation of activity by the business manager/director

This page was last modified on 09-11-2017

This page is currently being updated.

A commercial company ceasing its activities or whose business manager/director leaves the company, must carry out a number of administrative steps and formalities in order to deregister or cancel authorisations with regard to the following:

  • business permit;
  • social security;
  • VAT;
  • trade register (Registre de Commerce et des Sociétés - RCS);
  • direct tax, etc.

Forms / Online services

Carry out your procedure:

Who is concerned

Every commercial company ceasing its activities or whose business manager/director leaves the company must report this to the various bodies where it is affiliated or registered.

Depending on the reasons of cessation, these formalities must be carried out:

  • either by the persons authorised to act on behalf of the company in case the business manager/director is leaving;
  • by the assignor in the case of a transfer/disposal;
  • by the liquidator in the case of a dissolution/liquidation;
  • or by the trustee in the case of a bankruptcy.

These deregistrations/cancellations may be necessary following the:

  • retirement of the business manager/director holding the business permit;
  • sickness or death of the business manager/director holding the business permit;
  • departure for any other reason (resignation, end of mandate, removal, transfer of shares, etc.) of the business manager/director holding the business permit;
  • transfer of the business;
  • dissolution/voluntary liquidation of the company;
  • dissolution/judicial liquidation of the company;
  • bankruptcy of the company.

Duration and deadlines

Notarial deeds of dissolution/liquidation or transfer to a foreign country must be registered by the notary with the Indirect Tax Authority (Administration de l'enregistrement et des domaines) within 15 days of signature. Following this, the notary will lodge the documents with the RCS and ensure their publication in the Mémorial (Official Journal).

The signatories of private deeds (i.e. without the intervention of a notary) must, within a month of signature, register their deeds and submit them to the RCS for publication.

Costs

Only the registration/lodging/publication with the RCS require the payment of a fee.

These costs are laid down in the RCS table of tariffs and depend on the legal forms of the business and on the type of deed.

How to proceed

Cancellation of the business permit

The company must submit an application for cessation of activity by registered mail to the General Directorate for SMEs and Entrepreneurship.

The application must be duly filled in, dated and signed by the person(s) authorised to act on behalf of the company.

The reason for the cancellation (resignation as a business manager/director or termination of business) must be justified by any documentary evidence such as:

  • the letter of resignation or dismissal of the business manager/director in whose name the business permit is registered;
  • a copy of the decision taken by the extraordinary general meeting noting the resignation / dismissal / removal of the business manager / director holding the business permit.

Deregistration from social security

Within a period of 8 days after ceasing its activities, the company must deregister from social security. For that purpose, it must:

Declarations of end of employment must be duly filled in, dated and signed by the person(s) authorised to act on behalf of the company. They include the following information:

  • the self-employed's national identification number (matricule - 13-digit social security number) / the employee's and the employer's national identification number;
  • address of the business;
  • reason for the cessation of activity / departure of the employee;
  • date of the end of the activity/of the last day of work.
    Depending on the case, the declaration of end of employment for self-employed workers must include:
    • the duly registered deed of transfer of shares or the deed of resignation;
    • the business permit.

The applicant then receives an acknowledgment of receipt for verification purposes.

Declaration of termination with the Indirect Tax Authority

The company must send a declaration of cessation to the Indirect Tax Authority within 15 days after ceasing its commercial activity.

The declaration must be duly filled in, dated and signed by the person(s) authorised to act on behalf of the company. It includes: It includes:

  • the VAT number of the business;
  • the contact details of the company;
  • the contact details of the buyer, if any;
  • the value of the business broken down according to the VAT rates applicable during the transfer.

For any transfer, except the transfer of all or part of the assets to another taxpayer, the assignor must charge value added tax and declare and pay the tax due.

Deregistration with the Trade and Companies Register (RCS)

Any business that ceases its activities, regardless of its legal form, must request its removal from the Trade and Companies Register and publish the deed of cessation of business.

If the deed of dissolution/liquidation/transfer was registered by notarial deed, the notary will file the document with the RCS and handle the publication of the notice.

In the event of a private document, it is the business manager/liquidator himself who has to request the removal from the register by means of electronic filing with the RCS and who must indicate:

  • the RCS registration number;
  • the company name and address of the business;
  • the date of cessation of business;
  • the reason for the removal from the register.
The declarant also has to attach the document that must be published and which will indicate the reason for the removal from the register, where applicable.

Notification of the cessation with the Inland Revenue

Following the deregistration with the RCS, the Inland Revenue removes the company from its records at the end of the fiscal year and after checking that the company complies with its fiscal obligations in matters of withholding tax on salaries an payment of advances and principal.

However, the company may notify its cessation to the competent tax office by mail in order to cancel advance payments set for the following or current year.

Declaration of cessation of operation of a classified establishment

Any business operator of a classified establishment that ceases operation permanently must declare the termination of activity of said estalishment.

To do this, the business operator must send a declaration via registered letter with acknowledgement of receipt, in 4 copies to the authority which delivered the initial operating permit for classified establishments.

Within 60 days as of receipt of the declaration of cessation, the competent authorities must take appropriate action to ensure the environmental protection and guarantee the safety of workers, the public and the neighbourhood in general, if applicable.

Where necessary, the business operator of the classified establishment may be required to:

  • decontaminate the operating site;
  • sanitize the operating site;
  • restore the operating site to its original state.

Depending on its activities, the company must also:

  • for traders, notify the cessation of activity to the Chamber of Commerce;
  • for craftsmen, return the craftsmen card to the Chamber of Skilled Trades and Crafts, who will then inform the social security institutions;
  • in the case of industrial activities, inform the Ministry of the Economy / the Fedil.

Who to contact

Ministry of the Economy

B.P. 535 - L-2937 - Luxembourg
Luxembourg
Phone: (+352) 247-74700
Fax: (+352) 247-74701
Email info.pme@eco.etat.lu

Opening hours
The telephone helpline is open Monday to Friday, from 13.00 to 17.00 (not on public holidays).
125, route d'Esch
L-2975 - Luxembourg
Luxembourg
Phone: (+352) 40141-1
Fax: (+352) 40 44 81

Opening hours
08.00 - 16.00
Indirect Tax Authority
1-3, avenue Guillaume
L-1651 - Luxembourg
Postal box B.P. 31, L-2010 Luxembourg
Luxembourg
Phone: (+352) 247-80800
Fax: (+352) 247-90400
Email info@aed.public.lu

Trade and Companies Register
Maison de l'Orientation (anc. Maison de Retraite)
7, avenue de la Gare

L-9233 - Diekirch
Postal box B.P. 20 / L-9201 Diekirch
Luxembourg
Phone: (+352) 2680 3760
Fax: (+352) 2680 3761
Email helpdesk@rcsl.lu

Opening hours
Monday by appointment only
Trade and Companies Register
14, rue Erasme
L-1468 - Luxembourg-Kirchberg
Postal box L-2961 Luxembourg
Luxembourg
Phone: (+352) 26 428-1
Fax: (+352) 26 42 85 55
Email helpdesk@rcsl.lu

Opening hours
Monday to Friday from 09.00 - 12.00 and 13.30 - 16.00
Registration helpdesk: Monday to Friday by appointment only
Luxembourg Inland Revenue (ACD)
45, boulevard Roosevelt
L-2982 - Luxembourg
Luxembourg
Phone: (+352) 40 800-1
Fax: (+352) 40 800-2022

Chamber of Commerce
7, rue Alcide de Gasperi
L-2981 - Luxembourg
Luxembourg
Phone: (+352) 42 39 39-1
Fax: (+ 352) 43 83 26
Email chamcom@cc.lu

Opening hours
08.00 - 12.00 and 14.00 - 18.00
2, Circuit de la Foire Internationale
L-1016 - Luxembourg
Postal box B.P. 1604
Luxembourg
Phone: (+352) 42 67 67 - 1
Fax: (+352) 42 67 87
Email contact@cdm.lu

19-21, boulevard Royal
L-2449 - Luxembourg
Postal box L-2914
Luxembourg
Phone: (+352) 2478-2478
Fax: (+352) 46 04 48
Email info@eco.public.lu