German Business Law, Liquidation
Table of Contents
Page
Overview2
Introduction3
Chapter 1: Liquidation of a GmbH4
5
Sources 6
Introduction
In this term paper, I will explore which necessary steps an individual must take to liquidate a GmbH (Gesellschaft mit beschränkter Haftung) in Germany.
I will do this considering both the practical and jurisdicial steps one must take, as well as elaborating what each step entails. Moreover, I will explain in detail how a GmbH is liquidated and which reasons there might be to do so, while putting emphasis on the laws concerning the act of liquidation.
This term paper is meant to serve as an overview about the liquidation of german GmbH´s.
Chapter 1:
Liquidation of a GmbH
The type of company you will find most often in Germany is the GmbH, which is governed by the Law Concerning the Private Limited Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, abbreviated with GmbHG).
The legal requirements are all written down in the GmbHG (Gesellschaft mit begrenzter Haftung Gesetz), the law pertaining everything that has to do with GmbH. In November 2008, the MoMiG was passed, the “Law for the Modernization of the GmbH and to Stop its Misuse”, which brought some slight changes. [1]
The liquidation of a GmbH is, in most cases, carried out because of a resolution of its shareholders. Other reasons for liquidation are specified in § 60 GmbHG. As a result of the resolution to dissolve the company the liquidation procedure is initiated at the end of which the termination and extinction in the commercial register are implemented.
A GmbH might be liquidated because it was predetermined in the partnership agreement, through a court order or because of bankrupcy. Other reasons may be stated in the partnership agreement.[2]
If the GmbH is dissolved there are various steps for the company to take. The company has to put an alert in the commercial register, and a liquidator, usually the general manager, if not
Page
Overview2
Introduction3
Chapter 1: Liquidation of a GmbH4
5
Sources 6
Introduction
In this term paper, I will explore which necessary steps an individual must take to liquidate a GmbH (Gesellschaft mit beschränkter Haftung) in Germany.
I will do this considering both the practical and jurisdicial steps one must take, as well as elaborating what each step entails. Moreover, I will explain in detail how a GmbH is liquidated and which reasons there might be to do so, while putting emphasis on the laws concerning the act of liquidation.
This term paper is meant to serve as an overview about the liquidation of german GmbH´s.
Chapter 1:
Liquidation of a GmbH
The type of company you will find most often in Germany is the GmbH, which is governed by the Law Concerning the Private Limited Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung, abbreviated with GmbHG).
The legal requirements are all written down in the GmbHG (Gesellschaft mit begrenzter Haftung Gesetz), the law pertaining everything that has to do with GmbH. In November 2008, the MoMiG was passed, the “Law for the Modernization of the GmbH and to Stop its Misuse”, which brought some slight changes. [1]
The liquidation of a GmbH is, in most cases, carried out because of a resolution of its shareholders. Other reasons for liquidation are specified in § 60 GmbHG. As a result of the resolution to dissolve the company the liquidation procedure is initiated at the end of which the termination and extinction in the commercial register are implemented.
A GmbH might be liquidated because it was predetermined in the partnership agreement, through a court order or because of bankrupcy. Other reasons may be stated in the partnership agreement.[2]
If the GmbH is dissolved there are various steps for the company to take. The company has to put an alert in the commercial register, and a liquidator, usually the general manager, if not