Module 122 min2597 wordsFree — no account
Dissolving is not ending: grounds for dissolution, liquidators, registration and the opening balance sheet
The module’s worked examples, then cases to attempt before revealing their solution · 2 sections · 275 words · 3 min
Worked example
The web agency starts the winding-up properly
The two partners each hold 50 per cent. They pass the dissolution resolution unanimously and appoint the partner who is staying in Germany as sole liquidator with sole power of representation. The former managing director files the dissolution and the liquidator with a notary. The liquidator publishes the dissolution with the call to creditors in the Federal Gazette, terminates the hosting and office lease and draws up an opening balance sheet. The 38,000 € stay in the account for now.
Practical case
Is the majority for the dissolution resolution reached?
A GmbH has share capital of 30,000 €. Anna holds a share of 18,000 €, Ben one of 7,500 € and Carla one of 4,500 €. The articles say nothing about dissolution. Only Anna and Ben attend the duly convened meeting. Anna votes for dissolution, Ben against. Has the dissolution resolution been passed?
Hint: First work out how many votes each shareholder has, then which votes were actually cast.
Show the solution
Under § 47(2) GmbHG each euro of a share grants one vote: Anna has 18,000, Ben 7,500 and Carla 4,500 votes. Only Anna's and Ben's votes were cast, 25,500 in total. Carla counts neither for nor against. As the articles are silent, § 60(1) no. 2 GmbHG requires three quarters of the votes cast. Three quarters of 25,500 is 19,125 votes. With 18,000 votes Anna reaches about 70.6 per cent and falls short. The resolution has not been passed. Had Ben abstained, Anna's votes would have been the only ones cast and the majority would have been reached.
Answer: No: 18,000 of 25,500 votes cast is about 70.6 %, 19,125 would be needed
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