Corporate Changes
Company Liquidation in Germany: How to Dissolve a GmbH or UG
Dissolve a solvent GmbH/UG: the §§60–74 GmbHG sequence, the 1-year Sperrjahr, 13–18 month timeline, costs & tax. English-speaking firm.
Liquidation is the orderly, statutory wind-down of a solvent GmbH or UG (haftungsbeschränkt). Before you take a single step, you need to check that you are even allowed to liquidate, because if the company cannot pay its debts the law sends you down a different and time-critical route.
This guide sets out the statute-cited sequence from dissolution (§60 GmbHG) to deletion (§74 GmbHG), with a precise explanation of the Sperrjahr (the mandatory blocking year), an honest 13 to 18 month timeline and the reasons behind it, the §15a InsO insolvency boundary that decides whether you may liquidate at all, and how the wind-down is taxed under §11 KStG. It is written for owners and directors of solvent companies, often foreign parents winding up a German subsidiary, who want to close down properly. Last reviewed 2026-06-10.
Before you start: are you actually allowed to liquidate?
Voluntary liquidation is only for solvent companies. If your GmbH is illiquid (zahlungsunfähig) or over-indebted (überschuldet), you may not simply liquidate it, you must file for insolvency.
Under §15a InsO, where a company is illiquid or over-indebted, its representatives must file for insolvency without culpable delay, and at the latest three weeks after illiquidity arises or six weeks after over-indebtedness arises. These are outer limits, not targets: the duty is to file "without culpable delay," and the weeks are the absolute maximum.
Missing the deadline is not a paperwork slip. It is Insolvenzverschleppung (delayed insolvency filing), a criminal offence punishable by up to three years' imprisonment or a fine, and it can expose the directors to personal civil liability as well. So the first question in any wind-down is not "how do we liquidate?" but "can the company pay its debts in full?" If yes, the voluntary liquidation below applies. If no, you are on the insolvency route and should take advice immediately.
GmbH liquidation timeline (13-18 months)
- Month 0Dissolution resolution (Auflösungsbeschluss), three-quarters majority of votes cast (§60(1) no. 2 GmbHG)
- Months 0-1Appoint liquidators (§66) and register dissolution in the Handelsregister; firm trades as 'i.L.' (§65(1), §67 GmbHG)
- Start of SperrjahrCreditor call published in the electronic Bundesanzeiger; the one-year clock starts here (§65(2) GmbHG)
- Sperrjahr: 1 yearMandatory one-year blocking year, no distribution to shareholders before it elapses (§73(1) GmbHG)
- Month ~13+Settle debts, realise assets and distribute surplus once the Sperrjahr has ended (§72, §73 GmbHG)
- End (13-18 months)Final accounts and deletion (Löschung); company ceases to exist, books kept 10 years (§74 GmbHG)
The eight-step liquidation sequence
A solvent wind-down follows a fixed statutory sequence under the GmbHG. The table below sets out each step, whether a notary and the commercial register are involved, and the legal basis.
| # | Step | What happens | Notary? | Register? | Legal basis |
|---|---|---|---|---|---|
| 1 | Dissolution resolution (Auflösungsbeschluss) | Shareholders resolve to dissolve; three-quarters majority of votes cast unless the articles provide otherwise | Often notarised | No (yet) | §60(1) no. 2 GmbHG |
| 2 | Appoint liquidators (Liquidatoren) | The managing directors become liquidators by default ("geborene Liquidatoren"); others may be appointed; ≥10% shareholders may seek court appointment for good cause | No | No | §66 GmbHG |
| 3 | Register dissolution + liquidators | Filed for entry in the Handelsregister via notarised-signature filing; the firm now trades as "i.L." (in Liquidation) | Signature certification | Yes | §65(1), §67 GmbHG; §12 HGB |
| 4 | Creditor call (Gläubigeraufruf) | Liquidators announce the dissolution in the company's gazette, in practice the electronic Bundesanzeiger, and call on creditors to register claims | No | No (gazette) | §65(2) GmbHG |
| 5 | Opening liquidation balance sheet | Eröffnungsbilanz plus explanatory report; annual accounts for each year the liquidation runs; shareholders approve | No | No | §71 GmbHG |
| 6 | Sperrjahr (blocking year) | No distribution to shareholders before one year has elapsed from the creditor-call publication; early distribution triggers liquidator personal joint liability | No | No | §73(1) GmbHG |
| 7 | Settle debts, realise assets, distribute surplus | Debts paid, assets sold; disputed or not-yet-due claims secured and unreachable creditors' amounts deposited before any surplus goes to shareholders | No | No | §72, §73 GmbHG |
| 8 | Final accounts + deletion (Löschung) | Liquidators render final accounts; the company is deleted from the register and ceases to exist; books kept 10 years | No | Yes | §74 GmbHG |
Dissolution ≠ deletion: the "i.L." phase
It is essential to understand that dissolving the company does not end it. The dissolution resolution simply flips the GmbH into liquidation mode: it continues to exist, keeps its legal personality, and trades under its name with the suffix "i.L." (in Liquidation) added. Throughout this phase it can still hold assets, pay creditors, sue and be sued.
The company ceases to exist only at the very end, when it is deleted (gelöscht) from the commercial register under §74 GmbHG. Between the dissolution resolution and that deletion lies the entire liquidation, including the blocking year, which is why a German wind-down takes well over a year even when the company's affairs are simple.
The Sperrjahr (one-year blocking year) explained
The Sperrjahr is a mandatory one-year waiting period under §73(1) GmbHG during which no assets may be distributed to shareholders. It exists to protect creditors: they must be given a full year, after being publicly called, to come forward and have their claims settled before the owners take anything out.
When the clock actually starts
This is the detail that catches people out. The one-year clock does not run from the dissolution resolution. It runs from the date the creditor call is published (§65(2) GmbHG). Because the publication only happens after the resolution is passed, the liquidators are appointed and the dissolution is registered, the practical minimum from "we decided to close" to "we may distribute" is around 13 months, not 12. This single fact is the main reason a realistic timeline is 13 to 18 months rather than a neat one year.
What is forbidden, and liquidator personal liability
During the Sperrjahr the rule is absolute: no distribution of company assets to shareholders before the year has elapsed. Liquidators who distribute early do not just create a problem for the company, they become personally and jointly liable to repay the amounts wrongly paid out. This is a genuine personal-liability trap, so the Sperrjahr is not a formality to be shortened by agreement.
When can you pay shareholders the surplus?
Only after the Sperrjahr has ended and all the company's debts have been paid or properly secured. Under §72 and §73 GmbHG, before any surplus is distributed: known creditors must be satisfied; claims that are disputed or not yet due must be secured; and amounts owed to creditors who are known but cannot be reached must be deposited. Whatever remains after all of that is the surplus, which is then distributed among the shareholders in proportion to their shares unless the articles say otherwise.
Final accounts and deregistration (Löschung)
When the assets have been realised, the creditors paid or secured and any surplus distributed, the liquidators draw up the final accounts and apply for the company to be deleted from the commercial register. On deletion under §74 GmbHG the company ceases to exist as a legal entity. The liquidation is then complete.
The 10-year book-retention duty
Deletion does not erase the company's history. Under §74 GmbHG the books and records must be retained for ten years after the company is wound up, kept by one of the former shareholders or by a third party designated for the purpose. Decide who will hold the records, and where, before the company disappears.
How long it really takes (13–18 months) and why
Realistically, liquidating a GmbH takes at least 13 months, and commonly 13 to 18 months. The hard floor is the one-year Sperrjahr, and because that year only starts on the creditor-call publication, the time spent passing the resolution, appointing liquidators and registering the dissolution is added on top. Settling debts, selling assets and preparing the liquidation accounts can extend it further.
The main exception is an asset-free company with nothing to wind down, where a dissolution can complete in around three months. That route is much closer to deleting (striking off) the company from the register than to a full liquidation, and is covered in that separate guide.
What it costs
Costs are statutory scale fees and service charges, not fixed quotes, and they vary with the company's complexity. As approximate figures dated 2026-06-10:
| Item | Approximate cost |
|---|---|
| Notarisation of the dissolution resolution | ~ €250 |
| Handelsregister registration | ~ €100–150 |
| Bundesanzeiger publication of the creditor call | Additional fee |
| Accounting and tax (opening balance, annual and final accounts, returns) | "Several thousand euros" |
| Realistic all-in for a straightforward case | ~ €1,000–4,000 |
Treat these as ranges. A company with assets to realise, ongoing contracts or tax complications will sit at the upper end or beyond, while a simple, near-dormant company sits at the lower end.
Tax during the wind-down (§11 KStG)
The company keeps filing and keeps being taxed throughout the liquidation. Under §11 KStG the wind-down is taxed over a single liquidation assessment period: the liquidation gain is the difference between the company's net assets at the close of the liquidation and at its opening. That period should not exceed three years. Alongside this, the ordinary obligations continue: an opening liquidation balance sheet under §71 GmbHG, annual accounts for each year the liquidation runs, and a closing balance at the end. Plan for accounting and tax work across the whole wind-down, not just at the start.
Solvent liquidation vs. insolvency: the §15a InsO line
If the company cannot pay its way, liquidation is not your route, and choosing it anyway can be a criminal mistake.
To repeat the gate at the top, because it is the single most important point: voluntary liquidation under §§60–74 GmbHG is available only to solvent companies. A GmbH that is illiquid or over-indebted must take the insolvency route under §15a InsO, filing at the latest three weeks after illiquidity or six weeks after over-indebtedness. Missing that deadline is criminal and personally dangerous. If there is any real doubt about whether the company can satisfy its creditors in full, get a solvency assessment before you start a liquidation, not after.
UG liquidation
A UG (haftungsbeschränkt) is a GmbH with reduced share capital, and it is wound down in exactly the same way. The same §§60–74 GmbHG procedure applies, including the dissolution resolution, the creditor call, the full Sperrjahr and the deletion under §74. There is no shortcut for a UG.
The eight-step liquidation sequence (§§60-74 GmbHG)
- 11. Dissolution resolutionShareholders resolve to dissolve; three-quarters majority of votes cast unless the articles provide otherwise (§60(1) no. 2 GmbHG)
- 22. Appoint liquidatorsManaging directors become liquidators by default; ≥10% shareholders may seek court appointment for good cause (§66 GmbHG)
- 33. Register dissolutionFiled for entry in the Handelsregister; the firm now trades as 'i.L.' (§65(1), §67 GmbHG; §12 HGB)
- 44. Creditor callLiquidators announce the dissolution in the electronic Bundesanzeiger and call on creditors to register claims (§65(2) GmbHG)
- 55. Opening balance sheetEröffnungsbilanz plus report; annual accounts for each year the liquidation runs; shareholders approve (§71 GmbHG)
- 66. SperrjahrNo distribution to shareholders before one year from the creditor-call publication; early distribution triggers liquidator personal joint liability (§73(1) GmbHG)
- 77. Settle and distributeDebts paid, assets sold; disputed or not-yet-due claims secured before any surplus goes to shareholders (§72, §73 GmbHG)
- 88. Final accounts + deletionLiquidators render final accounts; company is deleted from the register and ceases to exist; books kept 10 years (§74 GmbHG)
Frequently asked questions
At least 13 months, and commonly 13 to 18. The floor is the one-year Sperrjahr (§73 GmbHG), which only starts when the creditor call is published, so the steps before that are added on top. An asset-free dissolution can complete in around three months.
English-speaking · Düsseldorf
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