Dissolving a GmbH in Germany: Important Tips for Managing Directors
The dissolution of a GmbH is for many entrepreneurs the final major step in their business career – whether due to age, changing market conditions, or a professional realignment. The path to remove the GmbH from the commercial register is clearly regulated by law, but not without pitfalls.
A GmbH liquidation requires legal expertise and careful planning. Those who seek professional support early and avoid common mistakes can carry out the process in a legally secure, efficient, and cost-effective manner.
In this article, we present the key steps to dissolve a GmbH and offer practical advice on what managing directors and shareholders should pay particular attention to – from the shareholders’ meeting, through the lock-up period, to the final deletion in the commercial register.
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1. Resolution of dissolution according to § 60 GmbHG
The first step towards liquidating a GmbH in Germany usually is the official resolution of dissolution according to § 60 GmbHG. This is passed by a shareholders’ resolution with a three-quarter majority, unless the articles of association provide otherwise.
The dissolution resolution must be notarized and subsequently filed for registration in the commercial register. Only with this registration the GmbH is legally considered “dissolved.”
Important: The regular business activity of the GmbH ends with the dissolution resolution. From this point on, the company enters the liquidation phase. The company must also indicate this status externally – by adding the mandatory suffix “i.L.” (“in Liquidation”) to its company name.
2. Appointment of the liquidator
With the dissolution, the term of the previous managing director ends. A liquidator must now be appointed and also registered in the commercial register. The role of liquidator can be performed by the former managing director or an external liquidator.
The liquidator is responsible for winding up the company: this consists of concluding ongoing business, collecting outstanding receivables, settling liabilities, and distributing assets to the shareholders.
3. Start of the lock-up period
With the registration of the dissolution in the commercial register and the appointment of the liquidator, the lock-up period begins, which serves to protect creditors. During this time, pursuant to § 73 GmbHG, no assets of the company may be distributed to the shareholders.
4. Announcement in the Federal Gazette
The liquidator is obliged to announce the dissolution and the lock-up period in the Federal Gazette and to invite creditors to register any claims.
The lock-up period lasts at least twelve months from the date of the announcement. The aim is to ensure creditor protection – to make sure that no outstanding liabilities have been overlooked.
5. Final accounting and asset distribution
After the lock-up period expires and all liabilities have been settled, the remaining assets can be distributed to the shareholders. This requires the preparation of a final liquidation balance sheet, which must be submitted to the competent tax office.
Only when no further winding-up actions are necessary, the GmbH can finally be deleted.
6. Deletion of the GmbH in the commercial register
After the final distribution, the liquidator registers the deletion of the company with the commercial register, pursuant to § 74 GmbHG. Only then the GmbH ceases to exist.
The business records must then be retained for ten years – usually therefore a shareholder or a third party is appointed.
Legally secure liquidation with professional support
Although GmbH liquidation may appear clearly structured at first glance, uncertainties often arise in practice – often regarding tax treatment, deadline calculations, or creditor handling. Mistakes can be costly if deletion is refused or the liquidator becomes personally liable.
Those who seek legal advice early protect themselves from common pitfalls and can carry out the liquidation in a legally secure and efficient manner. Our law firm is happy to advise you at every step – from the dissolution resolution to the final deletion in Germany. You will be supported by an experienced liquidator and a team of legal and tax experts. In addition, we also provide advice on company closures in China.
