File a Liquidation Online
When a GmbH is to be dissolved and wound up
If a GmbH is to be dissolved, a dissolution resolution by the shareholders is required first. The subsequent liquidation serves to wind up the company in an orderly manner.
Under certain conditions, the commercial register filing can be carried out in the online notarial procedure.
Dissolution, liquidation and deletion: what is the difference?
When a GmbH is brought to an end, three steps must be distinguished.
This distinction matters because the GmbH does not end immediately with the dissolution resolution. It continues to exist as a legal entity during the liquidation.
Dissolution is the legal start of the winding-up process. It usually takes place by shareholders’ resolution and is filed with the commercial register.
Dissolution
Liquidation is the subsequent winding-up of the company. During this period, the liquidators act for the GmbH in liquidation.
Liquidation
Deletion is the final step. It is only possible once the liquidation has been completed and the final accounts have been presented.
Deletion
When is a GmbH liquidation an option?
A liquidation can be an option if the company is no longer to be continued and no other way of ending it is chosen.
Typical cases are:
- business operations are to be discontinued permanently
- the GmbH is no longer needed
- a project or business purpose has been completed
- the shareholders want to end the company in an orderly manner
- a restructuring makes the company redundant
- continuing the business no longer makes economic sense
Whether liquidation is the right route depends on the specific case. If significant liabilities remain or the company is insolvent, insolvency law issues may become relevant. This should be examined separately.
The shareholders' dissolution resolution
A GmbH is usually dissolved by a resolution of the shareholders. Unless the articles of association provide otherwise, this generally requires a majority of three quarters of the votes cast; in a single-member GmbH, the resolution of the sole shareholder is sufficient.
The dissolution resolution itself does not have to be notarised in every case. What matters is this: the dissolution of the GmbH must be filed with the commercial register. This commercial register filing requires notarial certification.
As part of the preparation, we therefore check which resolutions are required, who acts as liquidator and which details must be filed with the commercial register.
Who are the liquidators?
After dissolution, the GmbH is no longer represented by the managing directors but by so-called liquidators. These are the persons responsible for winding up the company.
Unless the articles of association or a shareholders’ resolution provide otherwise, the previous managing directors usually take over the liquidation.
The shareholders can, however, also appoint other persons as liquidators. What matters is what the articles of association provide and what is resolved.
The liquidators represent the GmbH in liquidation, wind up its current affairs and take care of the required filings with the commercial register.
What is handled online?
In a GmbH liquidation, several steps can be prepared digitally and, under certain conditions, carried out in the online notarial procedure.
These include in particular:
- classifying the intended transaction
- preparing the dissolution resolution
- preparing the filing of the dissolution with the commercial register
- filing the liquidators and their power of representation
- notarial certification of the commercial register filing in the online procedure, provided the requirements are met
- electronic submission to the competent register court
Important: In a liquidation, the focus is usually not on notarising an amendment of the articles but on properly filing the dissolution and the liquidators with the commercial register.
If the requirements for the online procedure are met, no personal appearance at the notary’s office is necessary.
Process: filing a liquidation online
First, the key details of the GmbH are needed. These include the current company name, the registered office, the commercial register number, the current articles of association and details of the shareholders and managing directors.
Next, we check how the dissolution is to be resolved and who is to act as liquidator. This includes checking whether the previous managing directors become liquidators or whether other persons are to be appointed.
The dissolution resolution and the commercial register filing are prepared. The filing contains in particular details of the dissolution of the company, the liquidators and their power of representation.
If the requirements for the online notarial procedure are met, the commercial register filing can be certified online. For this, the parties need the technical requirements for the online notarial procedure, in particular a suitable identity document, a smartphone and the notary app.
After certification, the notary submits the filing electronically to the competent register court. The register court examines the filing and makes the entry if the requirements are met.
After the dissolution has been entered in the commercial register, it must be announced in the electronic Federal Gazette (Bundesanzeiger). This calls on the creditors of the GmbH to come forward to the company. This so-called call to creditors is required by law and starts the blocking year, which must last at least one year before the company can be deleted.
After the entry, the liquidation follows. The liquidators wind up the company, fulfil outstanding obligations, collect receivables and take the further steps required by law.
The deletion of the GmbH is a separate, later step. It is only possible once the liquidation has been completed and the legal requirements for filing the end of the liquidation are met.
Which documents are required?
To prepare a GmbH liquidation, the following details and documents are usually required:
- current company name of the GmbH
- commercial register number
- current articles of association
- details of the shareholders
- details of the management
- intended date of dissolution
- details of the intended liquidators
- provision on the liquidators’ power of representation
- identity documents of the persons involved
- where applicable, existing resolutions or drafts
- where applicable, information on ongoing proceedings, contracts or liabilities
Depending on the individual case, further documents may be required, in particular if the articles of association contain special provisions on dissolution or liquidation.
What happens after the dissolution is registered?
The entry of the dissolution does not automatically start the final end of the GmbH. The company is then in liquidation.
First, the dissolution must be announced in the electronic Federal Gazette, together with a call on the creditors to come forward to the company (the so-called call to creditors under Section 65 (2) GmbHG). The blocking year only starts to run with this publication. In parallel, the liquidators bring the company’s current affairs to an end. This includes in particular settling open contracts, collecting receivables, paying liabilities and realising the company’s assets.
The statutory rules on creditor protection must also be observed. As a rule, the company’s assets can only be distributed to the shareholders after the debts have been paid or secured and after the blocking year has expired.
Liquidation or deletion for lack of assets?
Liquidation is the regular route when a GmbH is to be wound up in an orderly manner. This must be distinguished from deletion for lack of assets.
Deletion for lack of assets is only possible in certain cases and does not automatically replace liquidation. Whether this route is available depends on the specific facts and must be examined separately.
For most cases: if a GmbH is to be ended by shareholders’ resolution, the process begins with the dissolution and the filing with the commercial register.
What does a GmbH liquidation cost?
The notary’s fees are governed by statutory rules and depend on the specific transaction. The decisive factors are in particular which filings have to be prepared and certified, how many parties are involved and whether special resolutions or further register filings are also required.
A flat figure is therefore not possible without examining the individual case. After a brief review, we will gladly give you an initial estimate of the expected costs.
Preparing a GmbH liquidation online
If a GmbH is to be dissolved, Notary Franke prepares the required resolution and the commercial register filing. Under certain conditions, the filing can be certified in the online notarial procedure and submitted electronically to the register court.
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Your notary for the GmbH liquidation
Notary Franke supports the filing of your GmbH’s dissolution, from preparation to electronic submission to the commercial register. We also check whether the online notarial procedure is an option.
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Frequently asked questions about filing a GmbH liquidation online
Yes, under certain conditions the commercial register filing can be certified in the online notarial procedure. The notary prepares the filing and then submits it electronically to the competent register court.
Not in every case. The shareholders’ dissolution resolution can often be passed without any particular form, unless the articles of association require a specific form. However, the filing of the dissolution with the commercial register must be notarially certified.
Dissolution is the legal start of the winding-up process. Liquidation is the subsequent winding-up of the company. Only after that can the deletion of the GmbH be filed with the commercial register.
Unless the articles of association or a shareholders’ resolution provide otherwise, the previous managing directors usually become liquidators. The shareholders can, however, also appoint other persons as liquidators.
No. The GmbH initially continues to exist as a GmbH in liquidation. Deletion only becomes possible later, once the liquidation has been completed and the legal requirements are met.
“GmbH i. L.” means “GmbH in Liquidation”. This designation shows that the company has been dissolved and is being wound up.
The blocking year serves to protect creditors. As a rule, company assets may not be distributed to the shareholders before the debts have been paid or secured and before one year has passed since the call to creditors was published in the electronic Federal Gazette (Section 73 GmbHG). The call to creditors asks the creditors of the GmbH to register outstanding claims with the company.
Yes, this is often the case. Unless something else is provided or resolved, the previous managing directors usually carry out the liquidation. A different arrangement can, however, be made in individual cases.
Under certain conditions, the company can be continued as long as the distribution of the company’s assets to the shareholders has not yet begun. Whether this is possible in the specific case must be examined separately.
The deletion can only be filed once the liquidation has been completed and the final accounts have been presented. Filing the deletion is therefore a later, separate step.
Yes. The liquidators are obliged to announce the dissolution in the electronic Federal Gazette and to call on the creditors to come forward to the company. This publication is a prerequisite for the blocking year to start running.
GmbH liquidation online with Notary Franke
Notary Franke supports you in preparing and filing the GmbH liquidation, from the dissolution to the submission to the register court. The commercial register filing is prepared digitally, notarially certified online and then submitted electronically.