How To Close A Company In Germany

A limited liability company (GmbH) can be voluntarily deregistered if the company is still regarded as solvent i.e. has no debt. German companies may be dissolved in this way if operations become impossible given the current climate or remain dormant for a prolonged amount of time or the directors simply want to retire.

In order to ensure that the German company is closed in the proper manner and in the quickest possible timeframe you will need to follow the steps below:

• • The company can be dissolved through a shareholders resolution
  • This resolution would need a 75% majority of the shareholders. This does not mean that the company stops trading immediately.
  • The articles would effectively be amended to reflect that the company is not now trading but closing the business
  • All the assets then have to be sold and all the debts have to be paid
  • The Companies Register needs to be notified of the dissolution of the company so that creditors can be made aware in order to be able to contact the company
  • The winding up procedure is carried out by the managing director unless otherwise stated in the company's articles
  • The liquidators are required to register their authority in the companies register and to then register the end of the liquidation process
  • Once the winding up has gone through the German court, the company dissolution is then finally registered

ADVANTAGES OF VOLUNTARY DISSOLUTION

This is the only straightforward way of ensuring that your company is closed in the correct manner if the company is still solvent

• • Dissolution is less costly than liquidation in terms of fees and expenses.

DISADVANTAGES OF VOLUNTARY DISSOLUTION

• • Expensive but the only way that a company can be dissolved in the most efficient manner if the company is still solvent
  • If the company is not dissolved in the proper manner then this could take time and money, please contact us for assistance and fees for winding up your company in Germany on +44 (0)203 114 5113

This is not a choice. The company is put under compulsory liquidation where the company is unable to pay its current or past debts, bankruptcy, revocation of an activities licence or a winding up petition is made in the public's interest. This is an expensive course of action and clear advice needs to be taken. This usually involves taking the debtor to the high court. Please call us for further assistance in these cases.

What happens in a compulsory liquidation?

• • The managing directors and liquidators of the company are forced to petition for insolvency within 3 weeks of being aware of their insolvent situation.
  • The owner must supply a list of assets as well as a list of the creditors/debtors of the company.
  • Once the application has been submitted the conditions for commencing the insolvency process are examined by an expert insolvency practitioner appointed by the court
  • Should the company's assets not cover the legal costs, then the petition will be refused and the company will be dissolved immediately.
  • If this should happen this has implications on directors/shareholders – please contact us urgently if this is the case and our insolvency lawyers will assist you.

For both options it is important to take care to protect the assets of the business, to conform with the liquidator's wishes and to act responsibly. Please contact us for further information and advice as to how to proceed.