Pursuant to the Circular letter 11/3 dated 21 October 2011 as
issued by the RCS, the RCS announces that it will further refuse
the filing of resolutions in revocation of voluntary winding-up.
Most interestingly, this issue had been already discussed in the
context of summary proceedings in 2006. Pursuant to a
référé order of 19 May 2006, the
Vice-President of the District Court of Luxembourg had ordered the
RCS to accept the filing of such resolutions. Based on this
judicial decision, the revocation of voluntary winding-up was in
practice from time to time.
The main legal argument raised by the RCS is based on Article
141, al. 1, of the law on commercial companies. According to this
legal provision, further to their winding up, commercial companies
are deemed to exist for their liquidation. This is a classical
argument which has been used, in particular, by prominent Belgian
scholars to refuse the revocation of voluntary winding-up. However,
a refined review
