Liquidation, Restructuring and Consolidation
Your business is evolving, and your organizational structure must keep pace. Whether you are considering closing, restructuring, or consolidating your company, we support you with expertise and discretion at every stage of these often complex and critical transitions.
Our in-depth understanding of your situation allows us to guide you in making the best decisions.
Solutions to EVOLVE WITH THE MARKET
Company Liquidation: We guide you through the entire dissolution and closure process, in strict compliance with legal requirements, to ensure a smooth and secure transition.
Organizational Restructuring: We support you through all legal restructuring and operational reorganizations, ensuring that your interests are protected at every step.
Financial Consolidation: We optimize your accounting and financial processes to enhance your organization’s efficiency and provide it with the solid foundation it needs to grow.
Support tailored to your profile
Local and independent entrepreneurs
With you every step of the way
Locally, we support entrepreneurs and self-employed professionals at every stage of their growth, safeguarding both their professional and personal interests. Drawing on our in-depth understanding of their businesses, we work with them to evaluate every opportunity and possibility.
We provide long-term support, assisting with initiatives to enhance the value of their businesses, negotiating processes related to acquisitions or divestitures, and consolidation projects. And, when necessary, we also assist with the liquidation of the business.
INTERNATIONAL PLAYERS
Expert guidance throughout your business's lifecycle
Luxembourg is a preferred location for many companies looking to consolidate or restructure their international operations. We can help you successfully carry out such a project. Furthermore, we support the growth of your business by working with you to assess, in practical terms, all the opportunities and possibilities available to you, whether they involve restructuring, liquidation, mergers, or acquisitions.
We handle liquidation proceedings. We assist you in carrying out your projects while ensuring compliance with the legal framework within which you operate.
Linked services
Starting a business
From the initial planning of your project through to registration, we guide you through all the legal and administrative procedures to help you set up your business in Luxembourg under the best possible conditions.
Accounting
We provide comprehensive and meticulous support for your accounting needs, ensuring that you always have a clear and reliable picture of your financial situation.
Tax and VAT
OmniTrust provides expert guidance in managing all aspects of your tax affairs, ensuring compliance while identifying every opportunity for optimization.
Learn more about those critical processes...
Why restructure your company rather than start a new one ?
Restructuring (through a merger, spin-off, or business transfer) allows a company to preserve its history, its existing contracts, its licenses, and its tax loss carryforwards. It is a strategic move that avoids having to start from scratch while adapting the legal structure to new market or ownership objectives.
When should an external liquidator be appointed ?
A liquidator is appointed to ensure impartiality or to provide specialized expertise.
It is often necessary to appoint one when the company in question has significant debt, disputes among shareholders, or complex liabilities. In addition, if creditors or stakeholders require a neutral party to oversee the process, a liquidator will also be required.
In simpler cases, however, a liquidator may be appointed from within the company.
How long does the liquidation process in Luxembourg take ?
In the case of a “simplified liquidation” (completed in a single step), the process can be very quick. For a standard three-step liquidation (dissolution, liquidator’s report, closure), the process generally takes between 6 and 12 months.
What is the difference between voluntary liquidation and bankruptcy ?
Voluntary liquidation is a decision made by the partners when the company is solvent (it can pay all its debts). It is an orderly process that protects the reputation of the company’s leaders. Bankruptcy, on the other hand, is declared by a court when the company is unable to meet its financial obligations. Opting for a guided voluntary liquidation allows you to bring your entrepreneurial journey to a close with peace of mind.
Voluntary liquidation: What happens if the assets do not cover the debts ?
If the company’s liabilities exceed its assets, the liquidation will be converted into insolvency proceedings. It will be the liquidator’s responsibility to notify the court. If the court decides to initiate judicial liquidation, creditors may receive partial payments based on the funds available.
Does filing for bankruptcy mean liquidation ?
No, a bankrupt company does not always have to be liquidated. In fact, Luxembourg law has been significantly modernized (notably by the Act of August 7, 2023) to promote business continuity rather than their systematic dissolution.
Bankruptcy is initiated by a declaration from the company’s director (which must be filed within 30 days of the company’s inability to pay its debts), by a summons from an unpaid creditor, or by a court order. However, a company is not automatically liquidated if it can demonstrate its viability through a Judicial Reorganization Procedure (PRJ), which allows debts to be frozen in order to negotiate an amicable agreement or a collective recovery plan.
How does the bankruptcy proceeding work in Luxembourg ?
In Luxembourg, judicial liquidation is a procedure whereby a court orders the dissolution of a company and the sale of its assets to satisfy its creditors.
It is important not to confuse this with voluntary liquidation (decided by the shareholders) or bankruptcy (which results from an admission of insolvency), even though the mechanisms for selling assets are similar.
A court-ordered liquidation may be ordered for three reasons:
- at the request of the state prosecutor for serious violations of the law (such as the absence of a physical registered office or illegal activities),
- at the request of a shareholder for “good cause,”
- in the case of a sole proprietorship, by a creditor when the business is no longer meeting its obligations.
Once the case is filed, the court issues a judgment that:
- orders the immediate dissolution of the company
- appoints a receiver, who then replaces the management and is responsible for liquidating the assets, verifying the liabilities, laying off the staff, and taking legal action in the event of mismanagement
- appoints a receiver to oversee operations and protect the interests of creditors
The proceeds from the sale of the assets are then distributed to cover legal costs and repay creditors, after which the liquidation is concluded with a final judgment.
Latest news
OmniTrust, a trust company with a history spanning more than 30 years in Luxembourg, compiles and analyzes the latest regulatory, tax, and administrative news from Luxembourg and its neighboring countries in its blog.
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