Strike Off a Company in Germany: Deregistration (Löschung) Explained

The two routes to deletion

There are exactly two lawful ways a German capital company is removed from the register. The first follows a concluded liquidation; the second is an administrative deletion reserved for genuinely assetless companies. The table below contrasts them on the points that matter.

Question	Route 1: §74 GmbHG (after liquidation)	Route 2: §394 FamFG (assetless)
Trigger	Liquidation has been concluded and final accounts laid	The company has no assets ("die kein Vermögen besitzt")
Who acts	The liquidators and the owner	The register court ex officio, the tax authority (Finanzbehörde), or the professional chambers (e.g. IHK)
Sperrjahr?	Yes, the one-year Sperrjahr (§73 GmbHG)	No
Owner cooperation	Required	Not required
Legal basis	§74 GmbHG	§394 FamFG; deletion is itself a dissolution ground (§60(1) no. 7 GmbHG)
Does the entity truly vanish?	Deleted, but books kept ten years	Revives if distributable assets later reappear (Nachtragsliquidation)

The practical takeaway: a solvent owner who wants out follows Route 1 and must accept the one-year Sperrjahr. Route 2 is not a faster alternative you can choose; it is something a court does to a shell.

Route 1: final deletion after a proper liquidation (§74 GmbHG)

Once a dissolved GmbH has been liquidated and the final accounts (Schlussrechnung) have been laid before the shareholders, the liquidators register the conclusion of the liquidation with the Handelsregister. The court then deletes the company: §74 GmbHG provides that "die Gesellschaft ist zu löschen" once liquidation is finished. This is the orderly, lawful end of a solvent company, and it requires the owner's and liquidators' active cooperation throughout.

The Sperrjahr that blocks a quick exit (§73)

The reason a German company cannot be deregistered quickly is the Sperrjahr. Under §73 GmbHG, no assets may be distributed to shareholders before one year has passed from the date the creditor call was published in the company's notice organs. That one-year block is unavoidable on the solvent route, and it is why "strike off in a few weeks" is not possible here.

The 10-year record-keeping duty

Deletion does not end every obligation. Under §74 GmbHG, the company's books and records must be kept for ten years after deletion, held by a shareholder or by a third party designated for the purpose. The duty survives the company itself, so plan for safe custody of the records before you close everything down.

Route 2: administrative deletion of an assetless company (§394 FamFG)

A capital company "die kein Vermögen besitzt" (that holds no assets) "kann von Amts wegen oder auf Antrag der Finanzbehörde oder der berufsständischen Organe gelöscht werden": it can be deleted ex officio, or on application of the tax authority or the professional chambers. There is no Sperrjahr and no need for the owner to cooperate. The deletion is itself a ground of dissolution under §60(1) no. 7 GmbHG.

Who can trigger it (court / Finanzamt / IHK)

Three actors can set §394 FamFG in motion: the register court acting ex officio, the Finanzbehörde (tax authority), or the berufsständische Organe (professional chambers, e.g. the IHK). Before deleting, the court must notify the company's representatives and give them an opportunity to object. So this is not a silent erasure; it is a supervised court procedure.

Mandatory ex-officio deletion after insolvency

Deletion is not always discretionary. §394 FamFG requires the court to delete a company ex officio where insolvency proceedings have been carried out and there is no indication that the company still holds assets. In that situation the deletion follows automatically once the conditions are met.

Why it is not an owner's shortcut

It is tempting to read §394 as a back door for an owner who wants to walk away cheaply. It is not. It applies only to genuinely assetless entities, and it carries real downsides: the risk of a later Nachtragsliquidation if assets surface, plus unresolved director and tax loose ends. Treat it as something that happens to a dormant shell, not a step a solvent owner can choose to take.

What happens to leftover debts

In a proper liquidation, debts must be paid or secured before any distribution to shareholders; §73(2) GmbHG bars distribution while liabilities remain unsettled. That is the orderly outcome on Route 1.

In a §394 FamFG assetless deletion the position is different: by definition the entity has no assets, so creditors are simply left without a paying debtor unless assets later reappear. Deletion for lack of assets does not extinguish the underlying claims; it removes the paying party. This is why genuinely clearing liabilities, not relying on deletion to make them disappear, is the responsible approach.

When deleted ≠ gone: Nachtragsliquidation (§66(5) GmbHG)

Deletion is not always total disappearance. The prevailing view (as set out by iww.de) is that a GmbH deleted for lack of assets "besteht insgesamt weiter": it continues to exist in a dormant sense and revives if distributable assets later surface. A forgotten bank balance, a belated tax refund or a recovered receivable can all trigger this.

The mechanism is supplementary liquidation. Under §66(5) GmbHG, where a company was dissolved by deletion for lack of assets, "findet eine Liquidation nur statt, wenn sich nach der Löschung herausstellt, daß Vermögen vorhanden ist, das der Verteilung unterliegt": a liquidation takes place only if it turns out after deletion that distributable assets exist. A Nachtragsliquidator is then appointed by the court on the application of an interested party, and per the Federal Court of Justice (BGH 26.07.2022 – II ZB 20/21) the supplementary liquidation is entered in the Handelsregister. The lesson: clear assets and claims genuinely before deletion, rather than assuming the company is gone for good.

How long it takes

On the solvent route, deregistration takes well over a year. You must observe at least the one-year Sperrjahr (§73 GmbHG), and add to that the time needed to settle affairs, lay the final accounts and file. There is no compliant way to compress this.

The §394 FamFG route has no Sperrjahr, but it runs on the court's timetable, not the owner's, and it is not electable by a solvent owner. On costs, there is no reliable fixed price for deregistration; firma.de gives an indicative range of "a few thousand euros" where a Sperrjahr is involved (figure dated 2026-06-10). The load-bearing numbers here are the one-year Sperrjahr and the ten-year retention duty, not a euro figure.

Dissolution grounds at a glance (§60 GmbHG)

Deletion follows dissolution, and §60 GmbHG lists the grounds that dissolve a GmbH:

• expiry of any fixed term set in the articles;
• a shareholder resolution (a three-quarters majority of the votes cast, unless the articles provide otherwise);
• a court or administrative authority decision;
• the opening of insolvency proceedings;
• rejection of the opening of insolvency proceedings for lack of assets (mangels Masse);
• a defect in the articles established under §399 FamFG;
• deletion for lack of assets under §394 FamFG (§60(1) no. 7).

The dissolution is registered, and the liquidators publicly call on creditors via the company's notice organs (§65 GmbHG); register entries are public.

AG and partnerships (brief)

This page is GmbH-first, because the GmbH and UG are the forms most foreign founders use. For completeness: a stock corporation (AG) mirrors the same logic through §§262 ff. AktG, with §273(4) AktG mirroring the Nachtragsliquidation rule for reappearing assets. Partnerships follow different provisions. If your entity is not a GmbH or UG, the principles above are a guide, but the exact statute differs.