For the formal termination of the legal form of the GmbH or the UG (haftungsbeschränkt), the cessation of business operations alone is not sufficient. The GmbH usually has to go through two stages before it can be deleted from the commercial register: dissolution and liquidation.
The dissolution is usually carried out by resolution of the shareholders. According to §65 (1) GmbHG, this must be registered for entry in the commercial register. The registration must be in writing and the signature of the declarant must be certified by a notary (public certification). Along with the dissolution, a contact person, called the liquidator, must also be named and entered in the commercial register. This is usually the managing director or a shareholder of the company. Publication in the Federal Gazette is also required.
The resolution has the task of distributing the assets to the shareholders. The assets remaining after the debts have been settled are divided among the shareholders. However, this must not happen immediately, but only after one blocking year (§73 GmbHG) has expired, which only begins with the call to creditors.
After the liquidator has completed the liquidation, this must be registered for entry in the commercial register. The company is then deleted from the commercial register and no longer exists as a legal entity.
After the liquidation has ended, the company’s books and documents are to be kept for a period of ten years.
Other reasons for dissolution, e.g. due to insolvency or lack of assets, can be found in the law under §60 GmbHG.
The Forum Idea Solution can also help you in terminating your company. Feel free to contact us.
