Commissaire à la Liquidation

A commissaire à la liquidation is an independent person appointed in the closing stages of certain Luxembourg voluntary liquidations to examine the liquidator’s report and the liquidation accounts, and to report to the shareholders before the liquidation is formally closed.

No. The liquidator carries out the liquidation. The commissaire independently reviews that work and reports on it. The two roles are deliberately separate.

The default position under the Law of 10 August 1915 on commercial companies is that, once the liquidation is complete, the general meeting appoints one or more commissaires to examine the liquidator’s report and the accounts and supporting documents before it resolves on the accounts, the discharge of the liquidator and the closure. That is the standard three-step voluntary liquidation, and it is what applies to an ordinary SARL or SA. Specific fund legislation displaces it for several Luxembourg investment vehicles, as set out below.

No — and this is a point that is frequently got wrong. Article 43(3) of the Law of 23 July 2016 on reserved alternative investment funds (the RAIF Law) expressly provides that the institution of commissaires under article 1100-15 of the 1915 Law does not apply to Luxembourg investment companies subject to that Law. Instead, on completion of the liquidation, the report on the liquidation is drawn up by the réviseur d’entreprises agréé (approved statutory auditor). That report is tabled at the general meeting at which the liquidators report on the application of the corporate assets and submit the accounts and supporting documents, and the same meeting resolves on the approval of the liquidation accounts, the discharge and the closure.

The closing independent review therefore still exists for a RAIF. It is performed by the auditor rather than by a commissaire à la liquidation.

The same approach. The Law of 13 February 2007 relating to specialised investment funds (the SIF Law) contains materially identical wording: the commissaires institution under article 1100-15 of the 1915 Law is disapplied for Luxembourg investment companies, and the closing report on the liquidation is drawn up by the réviseur d’entreprises agréé. The Law of 15 June 2004 relating to the investment company in risk capital (the SICAR Law) takes the same approach in article 27(5).

Not quite, and the distinction is worth keeping straight. The commissaire’s mission in a corporate liquidation is a limited review of the liquidation accounts and the liquidator’s report, and the resulting report is customarily expressed in negative-assurance terms. Where fund legislation substitutes a report by the réviseur d’entreprises agréé on the liquidation, the reporting party and the professional framework change, and the scope is set by that engagement. In both cases the purpose is the same: an independent party looks at the liquidation before the shareholders discharge the liquidator.

Yes, but they are a different appointment altogether. Where a district court sitting in commercial matters pronounces the dissolution and liquidation of a RAIF, the court appoints a juge-commissaire and one or more liquidators at the outset, and on completion appoints commissaires to examine the liquidators’ accounts and supporting documents before ruling on the liquidators’ management and the closure of the liquidation. These are court appointments in a judicial liquidation, not the shareholder-appointed commissaire of a voluntary liquidation.

Usually not as a matter of statute, but check the documents rather than assuming either way. A société en commandite spéciale is a contractual partnership without separate legal personality, and its liquidation is governed principally by its limited partnership agreement (LPA), which typically sets out how the closing accounts are prepared and approved. Where the SCSp is also a RAIF, SIF or SICAR, the relevant fund law applies alongside. In practice, an independent closing review of an SCSp liquidation is more often an LPA or investor requirement than a statutory one. Two points to settle in advance: what the LPA actually requires, and whether the vehicle falls within the scope of the fund-law provision that substitutes an auditor’s report.

For a conventional three-step voluntary liquidation of an ordinary SARL, yes — a commissaire is appointed before final closure. A dissolution without liquidation of a single-shareholder SARL follows a different route and does not involve the appointment of a commissaire.

The liquidation accounts and the liquidator’s report: the realisation of the assets, the settlement of the liabilities, the treatment of any provisions and the resulting liquidation position, with a view to reporting to the shareholders or partners before closure.

No. The whole purpose of the appointment is independent review, so the liquidator cannot review their own work. Independence should also be considered at group and engagement level, not only at the level of the named individual.

The liquidation accounts, the liquidator’s report, the opening position and supporting documentation for the realisations, settlements and provisions, plus access to the liquidator for questions. Where the file is complete, the review is typically a matter of a week. Where the supporting documentation has to be reconstructed, that timeline is driven by the reconstruction rather than the review.

Yes. Where the applicable legal and contractual framework calls for an independent commissaire à la liquidation, Amana can perform the closing review and report to the relevant shareholders or partners. Where the applicable fund law substitutes a report by the réviseur d’entreprises agréé, that report has to come from an approved statutory auditor, and Amana can help identify what is actually required for the vehicle in question.

Further reading: our detailed note on the role of the commissaire à la liquidation, our liquidation FAQ, and how Amana acts as liquidator of Luxembourg structures.