Termination and liquidation of a GmbH

Termination and liquidation of a GmbH

If the economic activity of a GmbH no longer wants to be maintained by the shareholders, the GmbH can be terminated and liquidated. Formal requirements must be observed. Among other things, there is a blocking period for the deletion of the GmbH.

Termination with blocking year

The termination of the GmbH requires a shareholder resolution. If the shareholders agree, the economic activity can be stopped, and the termination of the GmbH can be decided. There are two different options for terminating and dissolving a GmbH. The GmbH can be liquidated after a blocking year. During this year, creditors can file claims against the GmbH. These claims must then be made. If these are paid, the GmbH can be liquidated. In the blocking year, the GmbH itself can also make claims. If foreign claims are then settled and own claims have been collected, the GmbH can be liquidated. This means that the remaining assets are paid out to the shareholders.

Termination of the GmbH without a blocking year

It is also possible to end the GmbH without a blocking year. This is the case if the partners have decided to terminate the transaction and a note of the lack of fortune is created by the relevant commercial register.

The GmbH can be terminated by deletion due to lack of fortune. It comes into question if there are no assets to be distributed by the company. Assets can be bank deposits or other assets that can serve to satisfy creditors of the shareholders. However, society may not have debts. In this case, the company is not deleted but insolvency proceedings must be applied for.

To delete the GmbH without liquidation, the company’s share capital must be fully paid up. Deletion without liquidation is an inexpensive alternative to termination with liquidation. Since no blocking year must be observed, deletion is possible after a few weeks or months. Our law firm will be happy to advise you on the fastest possible termination of a GmbH.

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