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Closing your business made easy with Copperberg: Professional advice for a successful business closure. Get information now, without obligation!
Closing your business made easy with Copperberg: Professional advice for a successful business closure. Get information now, without obligation!
Liquidation with a lock-up period takes the longest and is usually the most expensive option due to the additional costs involved. If your company has liability risks or there are uncertainties regarding outstanding receivables, this option should be chosen.
This is a quick and cost-effective option for companies without liability risks. It's particularly suitable for companies without ongoing operations. Dissolution occurs by assuming liability with the sole shareholder's personal assets.
Have your GmbH deleted from the commercial register within a few weeks through a multi-stage process that results in a US LLC that does not have to be registered in the commercial register and can easily be deleted if not required.
Acquisition of your shares by a new owner. Liability risks and liabilities are transferred to the new buyer with the settlement agreement concluded during the sale.
Liquidation with a lock-up period
450€ / per month
try 7 days for freeIncludes Plan :
Dissolution by merger into sole shareholder
1,200€ / per month
try 7 days for freeIncludes Plan :
Cross-border merger
2,600€ / per month
try 7 days for freeIncludes Plan :
Before you decide on one of our services, you can take advantage of our free, no-obligation consultation service. We'll be happy to explain the advantages and disadvantages of each option in detail and try to answer any questions you may have.
Before you decide on one of our services, you can take advantage of our free, no-obligation consultation service. We'll be happy to explain the advantages and disadvantages of each option in detail and try to answer any questions you may have.
As soon as we receive your order, we will immediately begin preparing all the necessary documents. We will, of course, contact you promptly if we have any questions. If you require any documents, we will inform you. We'll send you all the documents for review within a few days. Once everything is in order, we'll be happy to arrange a notary appointment in your area, if you'd like.
Depending on the option chosen, you will need to schedule one or two visits to the notary. During these appointments, you will sign the prepared documents in the presence of a notary. Once this is done, we will take care of the rest. Our experts can facilitate the entire process for you and ensure that everything runs smoothly.
Once everything is completed and the desired result has been achieved or our services have been provided as agreed, you will receive an invoice from us for the services we have provided.
In addition to the costs for our services, liquidation also incurs fees for the notary and tax advisor. You must also comply with accounting requirements until the final liquidation after the lock-up period. For most companies, this also entails additional costs
In most cases, you will need to prepare three balance sheets before the final liquidation. These are the opening balance sheet at the initiation of the liquidation proceedings, the closing balance sheet at the time of final liquidation, and an annual financial statement because the liquidation period usually extends beyond the financial year. These three balance sheets or financial statements are partly responsible for why the overall costs of a liquidation with a lock-up period are very high.
When it comes to liquidation with a lock-up period, 12 months are often mentioned. In reality, however, it takes at least 13 to 14 months. This is because the lock-up period only begins upon entry in the commercial register, and unfortunately, this can sometimes take a little longer.
Of course, you can use a notary of your choice. If you don't have one, we will find one in your area and coordinate everything else with them for you. All you have to do is appear at the scheduled appointment and sign.
During the lock-up period, a liquidator is appointed for the company being liquidated. This liquidator is tasked with winding up and dissolving all of the company's affairs and liabilities. In most cases, the managing director is appointed as the liquidator during the liquidation process.
You should refrain from doing this. The purpose of the lock-up period is to resolve all liabilities and obligations and not incur any new ones. Furthermore, new business activities may result in liabilities to the tax office, and in the worst case scenario, the tax office may refuse to liquidate the company after the lock-up period. Therefore, only incur expenses that actually serve the purpose of liquidation.
While the company is in liquidation, it is still subject to accounting requirements. Accordingly, the company may incur additional costs during the suspension period that must be covered. This can sometimes be even more expensive, especially if the accounting is handled by a tax advisor.
It typically takes four to twelve weeks for your company to be deleted from the commercial register. Afterward, your company will only be displayed if you specifically search for deleted company entries. The commercial register will then only show: "HRB 12345: Muster GmbH, Musterstadt, Musterstraße 1, 81234 Musterstadt. Pursuant to the merger agreement dated February 1, 2020, and the approval resolution of its shareholders' meeting dated February 1, 2020, the company has transferred its assets in their entirety to its sole shareholder, Last Name, First Name, Muisterstadt, born in 19??, by way of transformation through merger. The following is published as not registered: The creditors of the companies participating in the merger must be provided with security, unless they can demand satisfaction, if they file their claim in writing within six months of the date on which the registration of the merger in the register of the registered office of the legal entity whose creditors they are creditors is deemed to have been published in accordance with Section 19 (3) of the German Transformation Act (UmwG). However, this right is only available to creditors if they can credibly demonstrate that the merger jeopardizes the fulfillment of their claim."
In addition to the costs for our services, there are costs for the notary and the tax advisor who prepares the merger balance sheet. These three balance sheets or financial statements are partly responsible for why the overall costs of a liquidation with a lock-up period are very high.
You must prepare a merger balance sheet. This is usually done by your tax advisor for a fee appropriate to the scope. If the fiscal year has just begun and a current balance sheet is available, this can also be used.
With the merger with the sole shareholder, the company's limited liability ceases. From this point on, the sole shareholder is liable. If the sole shareholder is a private individual, they are liable with their personal assets. If the sole shareholder is a limited liability company (e.g., a holding company), this company assumes liability upon merger. With the merger with the sole shareholder, the company's limited liability ceases. From this point on, the sole shareholder is liable. If the sole shareholder is a private individual, they are liable with their personal assets. If the sole shareholder is a limited liability company (e.g., a holding company), this company assumes liability upon merger.
The merger option is particularly worthwhile for entrepreneurs who have not been active with their company for a long time and can therefore be relatively sure that no hidden risks will be transferred to the sole shareholder as a result of the merger, for which they would then have to be liable.
We do not provide tax advice in connection with mergers. However, because hidden reserves may be subject to taxation during a merger, if they exist, this should be clarified with a tax advisor prior to the merger. Other potential tax disadvantages should also be examined. For example, if business loans or similar provisions have been granted, this may also have negative tax implications.
While in a merger with the sole shareholder, the liability risks are transferred to the sole shareholder, in this case they are transferred to the LLC. This reduces the liability risk. On the other hand, however, the effort required to cooperate with the German tax authorities increases.
Additional notary fees, which depend on your company's balance sheet total, and commercial registry fees will apply. All other costs are already included in our fees. These three balance sheets or financial statements are partly responsible for why the overall costs of a liquidation with a lock-up period are very high.
If everything goes smoothly, it will take approximately 4 to 6 weeks for your company to be deleted from the commercial register.
If you want to continue operating your LLC in the USA, the costs for maintaining the company amount to approximately €600 per year.
Of course, you can also close your LLC. This is even easier than opening a company in Germany. The cost is approximately €200.
The LLC only needs to be registered with the German commercial register if it takes over and continues an ongoing business as part of the merger. However, if the business was discontinued before or shortly after the merger and the LLC therefore no longer has a "branch office," registration with the commercial register is not required.
The merger balance sheet is the balance sheet at the time of the merger. If no business transactions requiring accounting have occurred prior to the establishment of the intermediate company, the merger balance sheet corresponds to the closing balance sheet, and only the balance sheet date needs to be adjusted. If the legal successor is not to continue the GmbH's business but instead is to be deleted itself, it is advisable to dissolve the company beforehand. All receivables, liabilities, and provisions should be written off, if possible. Please note that no further business transactions requiring accounting should occur after the balance sheet date to avoid the legal successor having to be registered with the tax office again. To avoid this expense, remaining receivables can, for example, be assigned to the shareholder and written off. Tax provisions can also be released before receipt of the tax assessment by making a corresponding advance tax payment to the tax office.
You will need a final balance sheet for the merger. The cut-off date for this final balance sheet must be the date of the order, at the earliest. If your accounting is up to date, your tax advisor can provide this quickly. The cost is between €500 and €1,000. If you have booked everything by then and no further booking transactions have occurred until the merger, the closing balance sheet can also be used as the merger balance sheet.
Unlike other options, the costs of selling a company cannot be determined in advance. They can only be determined after a detailed consultation. This is due to the complexity of the task itself. When selling a company, we act as intermediaries and search for a buyer for your company on your behalf. Depending on the region, industry, and other factors, finding a suitable buyer can be more or less difficult. Our brokerage fee depends on this effort. For more information, simply call us.
Thanks to our excellent network, we are able to find a buyer within a very short time in most cases. Of course, this always depends on the current market situation and many other factors. These three balance sheets or financial statements are partly responsible for why the overall costs of a liquidation with a lock-up period are very high.
When a company is sold, the company's rights and obligations are transferred to the new owner upon transfer of the shares. The date of the company sale is decisive. You are no longer responsible for the new owner's actions.
Yes, but we don't buy all companies. We only acquire companies that are interesting for our long-term planning. However, we would be happy to help you find a buyer for your company.