Dissolving and liquidating a German GmbH or UG
A solvent GmbH does not end with the resolution: dissolution opens the winding-up, and deletion only follows after the blocking year. The first module covers the grounds for dissolution and the majority, the liquidators, the filing, the call to creditors and the opening balance sheet. The second covers the blocking year and liability for premature distribution, deletion and safekeeping of the books, the liquidation gain under § 11 KStG and how the shareholder's liquidation proceeds are classified. Two modules with case studies worked on the statute itself.
Intermediate2 modules44 minModule 1 free to read
2026 rules — verified on September 23, 2026
Figures are tied to dated, sourced tax constants. A module whose rules have changed is flagged for review, and is unpublished automatically beyond 90 days.
By the end of this course, you can…
These outcomes are the modules' own: the promise cannot say anything the course does not teach.
- tell apart the three phases of dissolution, winding-up and deletion, and know that the company continues to exist in between
- classify the grounds for dissolution in § 60 GmbHG and calculate the majority for a dissolution resolution correctly from the votes cast
- determine who becomes liquidator, who can appoint or remove one, and who is barred from the outset
- put the registration filing, the publication and the call to creditors in the right order
- plan the liquidators' tasks as well as the opening balance sheet and the annual accounts during the winding-up
- name the two conditions for any distribution and calculate the end of the blocking year to the day
- know what happens to known creditors who do not come forward or whose claim is disputed
- assess the liability of a liquidator who distributes before the blocking year has expired
- organise the close of the liquidation, the deletion and the safekeeping of the books after deletion
- determine the liquidation gain under § 11 KStG and classify the shareholder's liquidation proceeds correctly
The programme, module by module
Each module has its own page. Durations are derived from the actual text, never announced by hand.
- Module 122 minFree — no accountDissolving is not ending: grounds for dissolution, liquidators, registration and the opening balance sheetWhat you will be able to do
- tell apart the three phases of dissolution, winding-up and deletion, and know that the company continues to exist in between
- classify the grounds for dissolution in § 60 GmbHG and calculate the majority for a dissolution resolution correctly from the votes cast
- determine who becomes liquidator, who can appoint or remove one, and who is barred from the outset
- put the registration filing, the publication and the call to creditors in the right order
- plan the liquidators' tasks as well as the opening balance sheet and the annual accounts during the winding-up
- Module 222 minIncluded in the full courseBlocking year, distribution and deletion, plus the liquidation gain and the shareholder's liquidation proceedsWhat you will be able to do
- name the two conditions for any distribution and calculate the end of the blocking year to the day
- know what happens to known creditors who do not come forward or whose claim is disputed
- assess the liability of a liquidator who distributes before the blocking year has expired
- organise the close of the liquidation, the deletion and the safekeeping of the books after deletion
- determine the liquidation gain under § 11 KStG and classify the shareholder's liquidation proceeds correctly
What you take away
A handout you keep, not just a page you read. The sections are derived from the course itself: what is announced here is exactly what gets generated.
Participant handout (PDF)
PDF
- Learning objectives (2)
- Key figures (6)
- Mistakes to avoid (2)
- Official sources (2)
Exercise workbook (Word)
Word
- Learning objectives (2)
- Key figures (6)
- Mistakes to avoid (2)
- Official sources (2)
Answers live in a separate appendix: the participant handout and the workbook stay distributable before the exercise.
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Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.