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Liquidation

Liquidation and dissolution of a limited partnership

Structures have a life. We coordinate the orderly dissolution and liquidation of a Luxembourg SCS or SCSp and of its General Partner company.

Orderlydissolution and liquidation
Liquidatorappointed and supervised
RCSderegistration
Cleanclosure of the structure

Closing a limited partnership cleanly

Decision

Dissolution decided by the partners according to the agreement.

Liquidator

Appointment of a liquidator who realises assets and settles liabilities.

Distribution

Remaining assets distributed to the partners according to the agreement.

Closure

Closing accounts, RCS deregistration and safekeeping of records.

Want this set up for your project?

Tell us about it and receive a structuring proposal and a fee estimate.

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How a limited partnership is wound up

1

Decision to dissolve

By the partners under the rules of the partnership agreement, or on expiry of its term.

2

Appointment of a liquidator

A liquidator is appointed and the powers of the General Partner are replaced for the liquidation.

3

Settlement and distribution

Assets are realised, liabilities settled and the net proceeds distributed according to the agreement.

4

Clearances and closing

Tax and social security clearances are obtained as required, then the closing is filed with the RCS and the books are kept for the legal period.

The General Partner company

The General Partner company is wound up separately, once the partnership is closed, so that its unlimited liability is not left open. We plan both liquidations together.

Dormant or neglected structures

If a structure has been left dormant, with unfiled accounts or a lost registered office, we first bring it back into compliance and then dissolve or revive it, depending on what the partners want.

Why clients choose us

One point of contact

You deal with one person from the first call to the first accounts, instead of coordinating five advisers.

Fixed fees, agreed in advance

You know the cost before you start. No hourly surprises.

Licensed professionals

Regulated steps are carried out by the licensed professionals in our network.

English and French

We work with international investors and sponsors in both languages.

Clear pricing, from the first call

Indicative prices, then a fixed quote agreed in writing before you start.

SCSp with a UK General Partner

From EUR 20,000 one-off set-up
  • SCSp agreement, registration and publication
  • UK Ltd creation (or your existing UK company)
  • 12 months of domiciliation and bank account assistance

Annual services

From EUR 15,000 per year
  • Registered office in Luxembourg
  • Accounting, annual accounts and tax filings
  • General meeting, RCS, RESA and RBE compliance
  • Registers and General Partner administration

Final fees depend on the structure, the General Partner route and the number of investors, and are fixed in a written quote. Larger funds are quoted on request. CSSF registration of the GP where required, audit and third-party costs are not included. Full fee details →

Request a proposal

Tell us about your project and we reply with a structuring proposal and a fee estimate.

Request a proposal
contact@limitedpartnership.lu
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