Company liquidation in Germany
We will take your GmbH out of the commercial register: the dissolution entry, the call to creditors, the blocking year that has to run, the final account and the deletion.
Ban on distributing
Запрет на выплаты
1 year from the call
1 год с вызова
Dissolution entry
Запись о роспуске
105 euros
105 евро
Vote to dissolve
Голоса за роспуск
3/4 of votes cast
3/4 поданных
Records afterwards
Архив после закрытия
kept for 10 years
хранится 10 лет
When you need company liquidation in Germany
The blocking year sets the pace
A full year has to pass between the published call to creditors and the first euro paid out to shareholders. No agreement and no resolution shortens it.
The call names no deadline
The published call asks creditors to come forward, and the statute sets them no cut-off date. What is fixed by law is the ban on distributing anything.
A dormant company keeps reporting
Annual accounts stay due for every year the company spends in liquidation, and the liquidators are the ones who draw them up, sign them and answer for them.
Liquidators answer with their own money
Pay the shareholders too early and the liquidators owe the distributed amounts back, jointly and severally. That is why the year is respected even on an empty balance sheet.
An empty company can be removed
A company that owns nothing at all may be deleted by the register court on its own motion or at the tax authority's request, and the owners do not choose that route.
What you get
- The shareholders' resolution and the liquidators in order
- The dissolution registered at the local court
- The Federal Gazette notice out and dated
- The blocking year run and the payout prepared
- The final account filed and the company deleted
What is required to liquidate a German company
Closing a German company is built around one period the law will not bend: the year that starts on the day the creditors are called. Everything else is filings and bookkeeping arranged around that year, and most of it can be done while the year runs.
This procedure under other laws is collected under closing a company, and our German work beyond the closing sits on the Germany page.
What has to be in place before the filing
- Dissolution voted through by the shareholders with 3/4 of the votes cast, unless the articles demand a larger majority.
- Liquidators: the managing directors take the role unless the articles name other people or the meeting appoints them.
- An application to the commercial register, filed electronically in publicly certified form, which means through a notary.
- An opening balance sheet for the start of the liquidation with a report that explains it, both approved by the shareholders.
- Business letters that state the company is in liquidation for as long as the procedure lasts.
Inside the blocking year
- The call goes into the Federal Gazette, the outlet the law appoints for company notices, over the liquidators' signature.
- Assets may be distributed only once the debts are paid or secured and a year has passed since that call was published.
- A known creditor who stays silent does not lose the money: the amount owed is deposited for that creditor where deposit is allowed.
- A disputed debt, or one that cannot be settled yet, holds the payout until security is put up for that creditor.
- The court may release the liquidators from having the annual accounts audited where the company's affairs are simple enough for that.
What the filings cost
| Filing | Fee |
|---|---|
| Dissolution and the liquidators, first fact | 105 euros |
| Every further fact in the same application | 60 euros |
| End of the liquidation, and the company deleted | no fee |
Deletion does not throw the paperwork away. The books and records go to a shareholder or to a third party for 10 years; shareholders and their successors may read them, while a creditor needs the court's leave to look. Who keeps them is settled by the articles or by a shareholders' decision; failing both, the court picks the keeper.
Sources: dissolution, the call to creditors, the blocking year and the 10 years of records — sections 60, 65, 73 and 74 of the Limited Liability Companies Act; the fees — Commercial Register Fees Regulation.
Stages of work
The starting balance
We open the file with the balance sheet, the debts and the names already on the books as creditors. What that shows decides whether the year is plain waiting or a dispute to be settled first.
The vote that starts everything
At the meeting the shareholders vote the dissolution through and put the liquidators in place. Where the managing directors keep that role, the minutes say so, and their powers change character the same day.
The dissolution into the register
The notary certifies the application and files it electronically. The first fact costs 105 euros, each further fact in the same filing 60, and the entry makes the liquidation public.
The call, and the year it starts
The notice goes into the Federal Gazette, and a letter goes to each creditor already on the books. The year runs from the publication date, and the opening balance sheet is drawn up as at the same point.
The company wound down
Contracts, staff, the lease, the tax registrations and the bank account are wound down in turn; receivables are collected and whatever remains is converted into cash.
Debts paid or secured
Claims are checked against the books and settled. A silent creditor's money goes into deposit, a disputed claim gets security, and only then may the payout to the shareholders be calculated.
Final account, deletion, records
Once the year is over and the accounts are settled, the liquidators render the final account and file the end of the liquidation. The company is deleted and the records go into safe keeping.
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