For a conventional voluntary liquidation of an SA or SARL, Luxembourg guidance describes the process broadly as follows:

First meeting
The company is dissolved and the liquidator is appointed.

Second meeting
Once the liquidator has completed the liquidation work, the shareholders review the liquidator’s report and appoint one or more persons to verify the liquidation accounts and report.

Third meeting
The report of the commissaire is presented, the liquidation accounts are approved, discharge is granted and the liquidation is closed.

The SCA follows a similar three-stage process.

The commissaire does not replace the liquidator.

The roles are intentionally distinct.

The liquidator conducts the liquidation.

The commissaire independently reviews the work performed at the closing stage.

That typically means examining whether the liquidation accounts appropriately reflect the liquidation, considering the realisation of assets, settlement of liabilities and proposed final distribution, and reporting the conclusion to the shareholders.

This separation provides an additional level of independent oversight before shareholders formally close the entity and release the liquidator.

A person should not effectively audit their own liquidation.

The value of the role comes from independent review.

The commissaire should receive sufficient documentation to understand what occurred during the liquidation, rather than merely signing a standard report based on the liquidator’s conclusion.

No.

This is particularly important in the investment-fund sector.

Certain Luxembourg fund statutes contain specific liquidation regimes which modify or disapply the standard corporate-law mechanism concerning appointment of the commissaire under Article 1100-15 of the 1915 Companies Law.

The RAIF, SIF and SICAR legislation contain specific provisions in this respect.

For example, the RAIF legislation disapplies the Article 1100-15 commissaire mechanism for Luxembourg investment companies subject to that law and instead provides for the approved statutory auditor (réviseur d’entreprises agréé) to establish the relevant liquidation report at the end of the process. Comparable special rules exist in other investment-fund regimes. The correct closing review therefore depends on the regime and legal form, not merely on whether the vehicle is an SARL, SA or partnership.

Therefore, one should never conclude:

“It is an SARL, therefore a commissaire is necessarily required.”

without first determining whether the entity is subject to a special statutory regime.

The same caution applies — for a different reason.

An SCSp is a contractual partnership without separate legal personality. Its partnership agreement plays a central role in determining its operation and liquidation.

The standard corporate-law three-meeting process used for an ordinary SA or SARL should therefore not automatically be imported into an SCSp liquidation.

The first documents to review are:

the LPA, the entity’s regulatory/fund status and the applicable statutory regime.

If those documents require an independent closing review, it should of course be performed.

But the requirement should be established from the applicable framework, not assumed from the practice applicable to another legal form.

Applying unnecessary procedural steps increases the time and cost of a liquidation.

Missing a required independent review creates the opposite problem: the closure process may be legally defective.

The correct question is therefore not:

“Do Luxembourg liquidations require a commissaire?”

but:

“Does this particular entity, under this legal form and this statutory regime, require a commissaire or another form of independent liquidation review?”

Amana can act as independent commissaire à la liquidation where the applicable legal and contractual framework requires or supports such an appointment, providing an independent review before final closure of the liquidation.

Commissaire à la liquidation – quick decision table