Years Experience
Dissolving a GmbH is not an easy decision. Nevertheless, liquidation is sometimes unavoidable – whether due to a court ruling, insolvency proceedings, the inability to pay, or the expiration of a limited-term business activity. Other reasons for dissolving a GmbH include the loss of a patent, the death, or the termination of a shareholder's contract. In any case, dissolving a GmbH is subject to strict regulations.
Market-oriented exit strategy Legally secure and individual In case of impending insolvency Notarized Fast and discreet
Mediation of the GmbH to the buyer Change of managing director Change of shareholder Seat relocation Change of company name
For companies no longer needed Conversion of legal form GmbH sale as shell In a few days from the commercial register
What requirements exist and what legal steps must be taken into account.
Find out how long the resolution will take in your case, including compliance with the waiting period.
We will clarify whether there are better alternatives for you than dissolving your GmbH.
Imminent insolvency is not yet definitive, but foreseeable. The advantage: You can act early and, with competent support, get your GmbH back on track. For this, a so-called “early insolvency application” must be filed, and the company will operate in “protection mode.” A prognosis of continued existence under insolvency law is advisable to avoid acting in vain.
Dissolving a GmbH is not only a lengthy process, but also expensive. Therefore, careful consideration should be given to whether the company can still be saved, perhaps through a sale to a solvent investor. If dissolution is unavoidable, in some cases it is possible to dissolve the GmbH without liquidation and a lock-up period. To do so, an application for official deletion must be filed with the local court. This requires that no assets are available.
Are you considering dissolving your GmbH and looking for professional support? As experienced business consultants, we are happy to assist you. We suggest you contact us today for a free, no-obligation consultation. We would be happy to advise you on your options.
Fast and reliable GmbH dissolution
Solutions for companies with problems
: Selling GmbHs, AGs, and UGs
Advice for companies before insolvency
Fast and reliable GmbH dissolution
Through our Germany-wide cooperation network, we offer you the fast and reliable GmbH dissolution nationwide.
Solutions for companies with problems
In cooperation with our cooperating legal and tax advisors, we develop suitable solutions for GmbH problems.
: Selling GmbHs, AGs, and UGs
in just a few days through our professional network. Even for struggling companies.
Advice for companies before insolvency
Together we develop solutions for your company on how you can possibly prevent insolvency.
Dissolving a GmbH cannot be decided simply. According to Section 60 (Paragraph 1, No. 2) of the GmbH Act, a shareholders' resolution is required. Typically, a three-quarters majority is required. If dissolution has been resolved, the company name must be supplemented in business correspondence with the abbreviations iL (in liquidation) or i.Abw. (in winding up). The notification of dissolution must be notarized and is usually reported to the commercial register.
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Before the GmbH iL can be deleted from the commercial register, a lock-up period must be observed, which begins with the call to creditors in the electronic Federal Gazette, during which creditors can collect their outstanding claims. Failure to comply with this period will result in the GmbH's dissolution being legally ineffective. Any remaining company assets may only be distributed after the lock-up period. Next comes the third and final step in the GmbH dissolution : deletion from the commercial register. This meticulously checks whether the dissolution of the GmbH complied with all legal requirements.
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If the dissolution of the GmbH has been legally resolved, the GmbH will be liquidated – unless there is an insolvency application that must be processed. For this purpose, so-called liquidators must be appointed. Once the registry court has confirmed that there are no criminal, commercial, or professional law impediments, they are entered in the commercial register and can begin their work. There is a lot to do: Among other things, the liquidators must terminate ongoing business, publish the call to creditors in the electronic Federal Gazette, prepare the opening balance sheet for the liquidation, and attempt to convert any remaining company assets into cash.
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