The liquidation of a GmbH is subject to strict legal regulations.
Do you want to dissolve your GmbH but don't know how the liquidation process works? Our team will help you understand step by step how to liquidate your GmbH.
The liquidation of the GmbH: checklist
Liquidation is the winding-up process by which the capital of the GmbH is converted into liquid assets. The liquidation of a GmbH must therefore be distinguished from the purely formal decision to dissolve the company.
You can find the most important steps in the liquidation of a GmbH that you need to observe in the following checklist for the liquidation of a GmbH:
- Appoint liquidators of the GmbH
- Register dissolution resolution in the commercial register
- Register liquidators
- Observe the blocking year of the liquidation of the GmbH
- Distribution of the remaining assets and cancellation of the commercial register entry
Appointment of the liquidators of the GmbH
Liquidation is overseen by so-called liquidators. It is common for the managing directors to take on this task, unless the articles of association provide for a different liquidator for the GmbH. The liquidators must certify to the registry court that they have no commercial, criminal or professional reasons for not taking on this role.
The dissolution resolution and notary fees
The dissolution resolution from the shareholders' meeting must be forwarded to the commercial register. This is notarised by a notary and forwards the dissolution notification to the registry court. The costs of liquidating the GmbH primarily include the official and notary costs for liquidation. They amount to approx. 700-800 euros and include the costs for the notary appointment and the liquidation balance sheets.
Registration of the liquidators
The persons selected as liquidators to oversee the liquidation of the GmbH and its process must submit their names to the commercial register. The liquidators can be registered at the same time as the resolution to dissolve the company.
The tasks of the liquidators
Can a GmbH in liquidation still do business? It is the task of the liquidators to represent and handle the remaining business for the GmbH during the winding-up phase of the liquidation. The liquidators are responsible for these additional tasks:
- Draw up the opening liquidation balance sheet
- Inform creditors through the creditor call in the electronic Federal Gazette
- Terminate ongoing business
- Collect outstanding receivables, service liabilities
- Liquidate remaining company assets in cash
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