Liquidate my Company

  

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Your European business has undergone reorganization?

  

You have decided to discontinue your German GmbH?

  

You wish to withdraw from the German market?

 

 

We offer specialist services for liquidating and winding up your German business.

Our qualified team of auditors, tax consultants and legal counsels is specialised in the liquidation of your German business.
Based in Frankfurt/Main, we operate on a nationwide basis.


What do liquidation proceedings involve in Germany, and what can steps we handle for you?

  

Liquidation proceedings for German corporations

 

Legal steps   Our services

Preparatory phase

  • Convention and holding of a general meeting, resolution on the discontinuation and liquidation of the German incorporation including key date;
  • Every corporation requires a liquidator. That role can be assumed by the former director or an external third party;
  • Announcement and registration of the liquidation with the trade register (notarial act).
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  • We prepare the shareholders' resolution on the liquidation and the respective key date;
  • Optionally, we can act as the liquidator;
  • We assist you in notarial matters and take care of announcement and registration of the liquidation.

Liquidation phase

  • Creation of an opening balance sheet for the liquidation, filing with financial authorities;
  • Announcement of the liquidation by one-time publication in the German Federal Gazette (public notice to creditors);
  • Observance of the statutory minimum liquidation period of 12 months;
  • Distribution of assets after the liquidation period and after satisfying and hedging all known creditors;
  • Creation of a closing balance sheet for the liquidation, filing of balance sheet and other related documents with financial authorities.
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  • We create and file the required opening balance sheet for the liquidation of your business;
  • Based on a power of attorney, all correspondence is directly handled by us;
  • We initiate the required publication without delay;
  • We organise and monitor the entire liquidation phase; Optionally, you may domicile your GmbH with us;
  • We analyse all outstanding agreements and execute the liquidation of your business (including personnel matters);
  • We create the closing balance sheet for the liquidation and take care of a timely filing with financial authorities.

Final phase

  • Liquidator notifies involved parties that the liquidation has been completed;
  • Filing for deletion from the trade register.
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  • We prepare all required notifications as well as the application for deletion from the trade register;
  • We provide you with a final confirmation of the deletion.

 

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Our service offering

Comprehensive management of the closure of your German GmbH

  • We prepare all required shareholders' resolutions;
  • We assume the function of the liquidator;
  • We file the liquidation with the trade register;
  • We terminate all open agreements (including employment agreements);
  • We offer the utilization of our office address (your GmbH is relocated and domiciled at our office address);
  • We create all balance sheets and tax returns required for the liquidation;
  • We handle all correspondence with financial authorities;
  • We support and monitor related business and social security audits;
  • We handle the deletion from the trade register.

 

 

You are welcome to contact us for an individual offer.

FAQ


1. Are there any alternatives to the liquidation of my GmbH?
One alternative could be the merger with an EU-based subsidiary of your group.
Whether the resulting costs would exceed the costs of a liquidation must be assessed individually for each case.
Feel free to contact us.
2. Can I continue to manage my GmbH which is undergoing liquidation?
Under certain conditions, it is indeed possible to continue the business activity of a GmbH undergoing liquidation (discontinued business).
3. What are my obligations after the liquidation?
You are obliged to store certain business documentation according to statutory requirements.
Mandatory storage obligations normally extend to a period of 10 years. We work in close cooperation with a logistics and storage company
in order to be able to offer you the required storage services.
4. Which tax issues must I consider?
Tax laws are very complex also with regard to liquidations.
At the end of the liquidation process, several tax returns must be filed.
Dividend payments to shareholders also require the filing of tax returns.
We gladly offer you to handle these obligations for you.
5. Are there situations when I am forced to liquidate my GmbH?
Statutory regulations exist which can indeed require the liquidation of a GmbH. In particular § 60 GmbHG (the German Limited Liability Companies Act) lists a series of reasons for a liquidation
which must be considered. Feel free to ask us. We will verify your individual questions.
6. What will happen with regard to pension obligations to which my GmbH has committed?
Such obligations must also be liquidated. Existing contracts must be verified individually to see if employees
still have claims under them. It is also possible to transfer such current pensions and claims to another organisation
(pension plan / pension fund).
7. Why is an opening balance sheet for the liquidation required?
So far, the balance sheets of the GmbH were created under the "going concern" assumption.
With the opening of the liquidation process, the going concern balance sheet values are replaced by present actual values in the opening balance sheet.
8. What costs are associated with the liquidation of my GmbH?
We will be able to present you a concrete offer after determining the extent of the mandate.
All services will be presented in a transparent manner.
9. Why should I liquidate my GmbH?
If you do not liquidate your GmbH, you will be obliged to file annual balance sheets and tax returns with financial authorities.
Also, there remains the possibility of tax audits.
10. Could a sale be an alternative to a liquidation?
A sale is indeed an option. Which alternative is best for you must be assessed for each individual case,
das both options provide certain advantages and disadvantages.
11. How long does it take for my GmbH to be deleted from the trade register?
The minimum duration for the process is one year, as there exists a twelve-month ban period. In this process, we accompany you from the very first steps
until the deletion of your company from the trade register.
12. What will happen to any tax loss carry-forward?
As a result of the liquidation of the company, any remaining tax loss carry-forward will be lost.
However, it is possible to offset an existing loss carry-forward against disclosed hidden reserves.

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