Close

Your shopping cart is empty

Dissolution of a GmbH or UG

Do you have your own GmbH or UG and would like to dissolve it? In our article, we reveal the reasons for this desire and what you should definitely know about dissolving a GmbH or UG .

Why dissolve a GmbH or UG?

Es gibt viele Gründe, eine UG oder GmbH aufzulösen. Vielleicht möchtest Du Dich beruflich neu orientieren oder die Auftragslage ist einfach nicht gut genug für die Fortführung der Geschäftstätigkeit. Eine Insolvenz oder die Gründung eines neuen Unternehmens können ebenfalls zur Auflösung führen.

Ultimately, there may also be very private reasons that prompt you to dissolve a GmbH or UG. It is also possible to dissolve a GmbH for reasons of age. No matter what the reason is in your case – certain rules must be observed when dissolving the contract.

The GmbH or UG is dissolved if:

  • the shareholders decide to do so, for example for personal reasons
  • the GmbH or UG is insolvent
  • the duration of the GmbH or UG was already limited in the articles of association
  • the dissolution is ordered by the court

If a GmbH or UG no longer has any assets, this is also a reason for dissolution. However, this is not determined by the shareholders, but ordered by the registry court, in many cases at the request of the tax authorities or the Chamber of Commerce. No liquidation is necessary in the event of dissolution due to lack of assets. The registry court decides on the dissolution and the GmbH or UG is deleted on the basis of this decision.

Even in the case of an insolvent GmbH or UG, there is no normal liquidation. Instead, when insolvency proceedings are initiated, an insolvency administrator is appointed who then manages and distributes the remaining assets of the GmbH or UG.

Dissolve a GmbH or UG: Procedure

If a GmbH or UG is to be dissolved, this is referred to as liquidation. When a GmbH or UG is liquidated , the entry in the commercial register is deleted at the very end. Prior to this, all assets of the company are sold, debts are settled and the financial resources are distributed among all shareholders. Only when there are no more assets of the GmbH or UG because everything has been completely wound up can the entry in the commercial register be finally deleted. The liquidation of the GmbH or UG can therefore take several years.

If you are looking for samples for the dissolution of a UG , you will unfortunately not find them; the same applies to a GmbH. For this reason, we have put together the following liquidation guide for you. It also explains the liquidation of the GmbH or UG step by step:

Step 1: The resolution

Resolution on dissolution

The dissolution of the GmbH or UG is initially decided at the shareholders’ meeting. This resolution to dissolve the GmbH or UG appoints the liquidators and specifies which points are necessary for the liquidation. The liquidators are responsible for winding up the GmbH or UG. The managing directors are often also appointed as liquidators.

Registration with the commercial register

The liquidators must register the dissolution of the GmbH or UG with the commercial register. The GmbH or UG then has an addition in its name, either “i.L.”, which stands for “in liquidation” or “i.Abw.” for “in liquidation”. In addition, the liquidators themselves must be registered with the commercial register. If the managing directors are not appointed as liquidators but other persons are, it must also be reported to the commercial register that the former managing directors are no longer authorized to represent the company.

Registrations with the commercial register must be submitted electronically in a publicly notarised form. A notary must therefore be called in for this.

Publication

In addition, the liquidators must publish the dissolution resolution and a so-called creditor call in the electronic Federal Gazette. In the creditor call, all creditors are requested to contact the GmbH or UG so that the outstanding claims can be settled in step 2.

Special features

If a certain duration of the GmbH or UG was specified in the articles of association and the GmbH or UG is to be dissolved earlier, the articles of association must be amended. Therefore, in this case, the dissolution resolution must be notarised. The notary then forwards the application to the commercial register.

Step 2: Processing

In the second step, the points specified in the resolution to dissolve the GmbH or UG must be dealt with. The ongoing business of the company must be terminated, outstanding payments must be settled and all assets must be liquidated or distributed to the shareholders . This step is called settlement. This is often referred to as liquidation in the true sense of the word.

Balance sheets

An opening balance sheet must be drawn up before the liquidators begin the liquidation process. Annual financial statements must be prepared during the liquidation and a closing liquidation balance sheet after the liquidation is completed.

Blocking year

It is important that no assets may be paid out to the shareholders within the first year in order to await possible claims from creditors.

A blocking year is therefore set for the A blocking year . Once this period has expired, creditors can still assert claims. Unknown creditors, but only as long as the remaining assets have not yet been distributed to the shareholders.

Distribution to the shareholders

Only when all known creditor claims have been paid is a distribution of residual capital to the shareholders possible. When the remaining capital is finally distributed and the GmbH or UG no longer has any assets, the winding-up or liquidation is complete.

A checklist can help to speed up the processing of the GmbH or UG.

Step 3: Deletion from the commercial register

Once the blocking year has expired and the GmbH or UG has been fully wound up, the liquidators can register the completion of the liquidation with the commercial register. After an audit, the company is finally deleted from the commercial register. From this point onwards, this is referred to as full termination. The GmbH or UG no longer exists.

Costs of liquidating a GmbH or UG

Of course, you also have to budget for the costs of dissolving a GmbH. The dissolution of a UG will also incur costs. This is because you will incur notary fees and other expenses when liquidating the GmbH or UG. These can vary greatly depending on the region and federal state.

For example, the GmbH incurs liquidation costs for the opening and closing liquidation balance sheet. Costs are also incurred for the notarisation of an amendment to the articles of association by the notary and for registration with the commercial register. Depending on the cost, several thousand euros are usually required.

Does the dissolution of a GmbH or UG have tax consequences?

The obligation to pay taxes also applies after the resolution on dissolution. All taxes for profits made during the winding-up period must therefore be duly declared and paid. The following taxes must be paid after the GmbH or UG is dissolved:

Corporate income tax

Corporation tax is generally 15 percent.

Trade tax

Trade tax must also be paid until the end of the liquidation. The amount depends on the trade income in the settlement period.

Value added tax

If a company continues to exist after dissolution, it is subject to VAT and entitled to deduct input tax.

Income tax

The tax liability for capital gains and capital repayments also ends when the liquidation is completed.

Conclusion:

Du planst die Auflösung einer GmbH aus Altersgründen, wegen Insolvenz oder aus einer anderen Motivation heraus? Oder möchtest Du möglicherweise Deine UG abmelden und damit Deine Selbstständigkeit beenden? Dann kann das Unternehmen nach dem notariell beurkundeten Beschluss der Gesellschafter und dessen Auflösung und Abwicklung aus dem Handelsregister gelöscht werden. Für die Liquidation der GmbH oder UG müssen zunächst sämtliche offenen Zahlungen und Forderungen erledigt und vorhandenes Eigentum veräußert werden. Eine konkrete Checkliste für die Liquidation der GmbH bzw. UG oder ein Muster zur Auflösung gibt es nicht, da jedes Unternehmen individuell ist. Eine Kapitalrücklage zur Liquidation der GmbH oder UG kann dabei helfen, die Kosten der Liquidation der GmbH oder UG inklusive der Notarkosten aufzubringen. Zu beachten sind die noch anfallenden Steuern, die bis zur endgültigen Löschung der GmbH bzw. UG weiter zu zahlen sind.

In diesem Artikel