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Dissolving and liquidating a German GmbH or UG
Dissolving is not ending: grounds for dissolution, liquidators, registration and the opening balance sheet

Module 122 min2597 wordsFree — no account

Dissolving is not ending: grounds for dissolution, liquidators, registration and the opening balance sheet

The lesson47
Worked case2
Quiz1
Sources and links1

In this module

Module 1 of 2

Test yourself

A way to check what has landed — no marks, no account · 1 section · 359 words · 6 min

Test yourself

Question 1 of 6

Question 1 of 6

What changes for a GmbH once the dissolution resolution takes effect?

it ceases to exist and is removed from the registerit continues to exist but pursues only the purpose of winding upit automatically becomes a partnership of its shareholders

Question 2 of 6

Question 2 of 6

The articles are silent. What majority does the dissolution resolution require?

a simple majority of the votes castthree quarters of the votes castthree quarters of all existing votes

Question 3 of 6

Question 3 of 6

Who is liquidator if neither the articles nor a resolution say anything?

the existing managing directorsa lawyer to be appointed by the register courtthe shareholder with the largest share

Question 4 of 6

Question 4 of 6

How do the liquidators call on creditors to come forward?

by writing to each known creditor, which is enoughthrough the publication of the dissolution in the company's official gazettesthrough the court's publication of the registered dissolution

Question 5 of 6

Question 5 of 6

May a liquidator still enter into new transactions?

no, every new transaction is voidyes, insofar as they serve to complete pending businessyes, without restriction, until the blocking year begins

Question 6 of 6

Question 6 of 6

How is a machine to be valued in the opening balance sheet if it is due to be sold in the coming months?

unchanged, as a fixed assetlike a current assetnot at all, since it will soon be sold

Back to the programme Module 2 — nextBlocking year, distribution and deletion, plus the liquidation gain and the shareholder's liquidation proceeds

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.

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