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A GmbH's liquidation requires many formalities to be observed, these are laid down by the registration court. The process ends with de-registration from the German Trade Register. Consultinghouse can help you in dealing with these formalities, however, we do not provide legal representation or representation in tax issues.
To initiate the liquidation, there are several possibilities available under the German Limited Liability Companies Act (§ 60 GmbHG). In most cases, a shareholder's decision to liquidate the company will need to be taken.
For the shareholders' decision, a majority of ¾ of the votes is required, as long as there is no other ruling in the Articles of Association. The decision takes immediate effect unless another date has been declared.
Since an opening balance has to be prepared the shareholders' decision should be taken by the end of the financial year and should contain the names of the liquidators who are nominated (who can be the former general managers, whose responsibilities are equivalent to the general manager's at the time of the liquidation) and a ruling as to who will store the company's books after the liquidation.
From the effective date of the shareholders' decision onwards, the company has to use the suffix "GmbH in Liquidation" or "GmbH i.L.". The same date is decisive for the determination of taxable income and the General Managers of the GmbH no longer have the power to represent the company.
Liquidation also means changing the corporate objectives. Therefore, all obligations have to be paid and all assets realized. Only after the complete winding-up of the company will it be de-registered from the German Trade Register.
Notification of shareholder's decision and liquidator to German trade register
The decision to liquidate the company has to be notified to the German Trade Register. In this notification, the liquidators have to affirm that there is no conflict of interest with their nomination.
Duties of the liquidators
Once notified to the German Trade Register, the liquidators become the legal representatives of the company. Their main task of is to wind-up the company's business and to pay all liabilities. They can take whatever action is necessary and appropriate for this purpose.
Announcement of liquidation
The liquidators have to announce the company's liquidation in the German Electronic Federal Gazette and to appeal to the company's creditors.
At least one year from the date of appeal to the creditors must have elapsed before the company can be de-registered in the German Trade Register.
Before the company's remaining property can be distributed, the operation of the GmbH can be carried on but only under the changed company objectives and purpose as per the shareholder's decision.
Distribution of remaining property
After the restrictive year has passed and the company's affairs have been concluded, the remaining property can be paid out to the shareholders. This is called the liquidation ending.
The liquidation ending has to be notified to the German Trade Register. The record for the announcement of the company's liquidation and the appeal to the creditors has to be attached to this notification. With this act, the liquidator's responsibilities are fulfilled.
The registry court reviews the correct proceeding of the liquidation. If there are no objections, the company will be de-registered from the German Trade Register.
Based on our experience with regard to complex business liquidation projects, Consultinghouse has defined a comprehensive company liquidation framework. The framework allows to keep the risk, as well as the cost at a minimum when winding up a German company.
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