Company liquidation (GmbH, UG) in Germany
If you have a company in Germany, which you no longer need, for any reason, you can use our services to liquidate the company.
It is possible to conduct a company liquidation process in the following ways:
- Liquidation according to the decision of the General Meeting of Shareholders;
- A change of shareholders and directors of the company.
Both ways are legally correct, however the former takes longer (3 to 9 months) but it is relatively cheaper.
We prepare the documents in order to liquidate the company, which must then be signed and notarised in the presence of the shareholders and directors of the company. Then we collect information about debtors and creditors and draw up a closing balance (Schlussbilanz), which is submitted to the Local Court of the federal state where the company is registered, and to the Tax Authority.
If necessary, state authorities may conduct on-site audits (in the office of the company). We will accompany you for such audits.
After all revisions are completed, the Local Court publishes the changes in the Trade Register (Handelsregister), and the company is deleted from it.
From this moment on the company no longer sustains creditor’s claims, and is exonerated of all demands and complaints etc.
The second way (by means of changing the shareholders and directors) requires the preparation of documents in order to publish the changes in the Trade Register, as well as visiting a Notary Office to notarise the applications.
Both the previous and the new directors and shareholders sign papers to confirm that the new owners have taken over responsibility for the company and all its documents.
After the documents are notarised and submitted to the Local Court (if the company’s address changes, this information must also be submitted), the Trade Register publishes the updated information about the new shareholders and directors.
From this moment on they bear responsibility for the company’s future actions.
The latter way is more convenient, because, if you choose the former, you still need to pay monthly rent for office space and employees’ salaries, and to submit tax reports, which will cost you a considerable amount of money.
List of documents needed for us to quote for our services in relation to the liquidation of a company in Germany:
- Copy of Articles of Association (Urkunde);
- Copy of the list of shareholders (Gesellschafterliste);
- A current excerpt from the Trade Register (Handelsregisterauszug);
- Copies of annual reports for the last 3 years (for the year 2013, annual reports 2012, 2011, 2010 and preferably 2009 must be submitted). If your company is not active, then the annual report 2012 must be already submitted to the Tax Authority;
- Economic assessment (BWA) for all months of the current year (for example 2013);
- Sums and balances and a debtor/creditor list;
- Contacts details for directors and shareholders, and their passport copies:
- Home address
- Phone number
- E-mail address
- Copy of a rental agreement (either for office space or legal address);
- Information about your bank and its local branch, where the company’s bank account was opened, as well as the contact details of your bank manager;
- Contact details of your tax adviser, as well as any accountant who carried out accounting separately (if applicable).
Should you have any additional information for us in relation to Due Diligence, please inform us. It will reduce the time and general cost of the company liquidation..