Strike-Off vs Liquidation in Germany: The Honest Answer

Auflösung, Liquidation, Löschung – three stages of one lifecycle

German wind-down has three stages, and the English words map onto them once you see the sequence. Auflösung (dissolution) is the trigger that flips the company into wind-down; the company still exists and trades as "i.L." (§60 GmbHG). Liquidation / Abwicklung is the process that follows: appoint liquidators, call creditors, observe the one-year Sperrjahr (§73 GmbHG), settle debts, distribute surplus (§§65–73 GmbHG). Löschung (deletion, the "strike-off") is the endpoint: the company is deleted from the Handelsregister and ceases to exist (§74 GmbHG). So for a solvent GmbH, "strike-off" is just the last step of "liquidation." You cannot have one without the other. For the ordered walk-through, see the step-by-step liquidation procedure.

The comparison matrix

Dimension	"Liquidation" (Liquidation / Abwicklung)	"Strike-off" (Löschung)
What it is	The process of winding the company down	The register-deletion event that ends its existence
German term	Liquidation / Abwicklung (preceded by Auflösung)	Löschung (aus dem Handelsregister)
Where in the lifecycle	The whole wind-down phase (trades "i.L.")	The final act – or a standalone court deletion for assetless shells
Two routes to deletion	n/a – this is the route for solvent companies	(1) after liquidation (§74); (2) assetless company (§394 FamFG)
Sperrjahr (1-year block)?	Yes – §73 GmbHG	Route 1: yes (inherited). Route 2: n/a (no assets)
Owner can elect it?	Yes – solvent owners resolve to dissolve (§60(1) no. 2, 3/4 majority)	Route 1: natural endpoint. Route 2: no – court / Finanzbehörde / chambers
Realistic timeline	13–18 months (floored by the Sperrjahr)	Route 1: same as the liquidation. Route 2: court's timetable
Legal basis	§§60, 65, 66, 71, 73 GmbHG	§74 GmbHG (post-liquidation) / §394 FamFG (assetless)
Does the entity truly vanish?	Only once deleted (§74)	Yes – but revives via Nachtragsliquidation (§66(5)) if assets reappear

The two routes to deletion

There are two ways a German company arrives at deletion, and only one of them is something an owner sets in motion. Route 1 is final deletion after liquidation (§74 GmbHG): the natural endpoint of the solvent wind-down, which inherits the Sperrjahr. Route 2 is administrative deletion of an assetless company (§394 FamFG). The statute provides that an assetless capital company "kann von Amts wegen oder auf Antrag der Finanzbehörde oder der berufsständischen Organe gelöscht werden" – it may be deleted by the court ex officio, or on application of the Finanzbehörde (tax office) or the berufsständische Organe (chambers). Route 2 is the closest German analogue to a UK strike-off, but it is a court mechanism for genuinely empty shells, not an owner's election.

Is the §394 FamFG route a shortcut a solvent owner can use?

No. It applies only to a company "die kein Vermögen besitzt" – one that holds no assets – and it is initiated by the court ex officio or on application of the Finanzbehörde or berufsständische Organe, not chosen by a solvent owner. It is not a cheap elective exit, and treating it as one is exactly the misconception this page exists to correct.

"Deleted" doesn't always mean gone – Nachtragsliquidation

Deletion is not always the end of the story.

Per the prevailing view in the commentary, an assetless-deleted company "besteht insgesamt weiter" – continues to exist – dormant, and revives if distributable assets later surface. Under §66(5) GmbHG a court-appointed Nachtragsliquidation is then opened and entered in the Handelsregister.

A forgotten bank balance, a tax refund or a property right can reopen a "deleted" company. (The "continues to exist" doctrine is the prevailing commentary view rather than the wording of the statute itself; see, for example, iww.de and BGH 26.07.2022 – II ZB 20/21.) The practical lesson is to genuinely clear all assets and claims before deletion, so there is nothing left to trigger a revival.

Which one applies – decision guide

• Solvent GmbH → Liquidation ending in deletion (§74). There is no Sperrjahr shortcut.
• Dormant, genuinely assetless shell → the court may delete under §394 FamFG. Not a cheap elective exit, and it carries Nachtragsliquidation and tax/director loose ends.
• Illiquid or over-indebted → neither route. File insolvency within 3 weeks (illiquidity) or 6 weeks (over-indebtedness) under §15a InsO; missing the deadline (Insolvenzverschleppung) is a criminal offence.
• Assets reappear after deletion → the company is revived for a Nachtragsliquidation (§66(5)).

What about cost?

Lead with time, not euros. The one-year Sperrjahr (§73) means a realistic 13–18 months for a solvent liquidation, and that is the cost that actually constrains you. As indicative practitioner ranges only, dated 10 June 2026: notary fees around €250, Handelsregister around €100–150, accounting "several thousand euros," and all-in commonly €1,000–4,000 for a simple case. Treat these as ranges, never fixed quotes. On tax, the liquidation period is assessed over a single period that should not exceed three years (§11 KStG), and books must be kept for ten years after deletion (§74). For the full euro picture, see the full liquidation process.

A note on the UG and AG

The UG (haftungsbeschränkt) follows the same GmbHG rules described here. The AG differs: it is governed by §§262 ff. and 273 AktG, with §273(4) mirroring the Nachtragsliquidation mechanism. This page stays GmbH-first, but UG owners can read it as written for them.

Go deeper

This comparison feeds two deep-dives. For how the Löschung (strike-off / deletion) actually works, see strike-off in Germany. For the full solvent process, see the liquidation of a German GmbH. For the ordered checklist, see the step-by-step procedure. For other changes to a registered German company, see the company-changes pillar.