How does the dissolution of a company work?
March 13, 2023 | 50,00 EUR | answered by Otto König
Dear lawyer,
My name is Ella Schlittmaier and I am a co-founder of a small GmbH specializing in the production of sustainable packaging solutions. Unfortunately, we are currently facing a difficult situation as there are internal conflicts among the shareholders and we are considering dissolving the company.
The current situation is characterized by disagreements and tensions within the circle of shareholders. This not only affects the work atmosphere, but also hinders decision-making and the company's progress. Therefore, we have decided to consider dissolving the company.
My concerns mainly lie in how such a dissolution can be legally and financially handled. What steps are necessary to properly dissolve the company? What about outstanding debts to suppliers and customers? What role do the shareholders play in the dissolution and how are assets distributed?
I would greatly appreciate it if you could provide me with information and possible solutions on this matter. It is important to me that the dissolution of the company is fair and transparent, and that there are no legal or financial risks for me as a shareholder.
Sincerely,
Ella Schlittmaier
Dear Mrs. Schlittmaier,
Thank you for your inquiry regarding the dissolution of your GmbH due to internal conflicts. It is understandable that you are concerned about the legal and financial aspects and want to ensure that the dissolution is fair and transparent.
First of all, it is important to know that the dissolution of a GmbH in Germany is legally regulated and certain steps must be followed. Initially, you should check if the company has sufficient liquid funds to settle outstanding claims and finance the liquidation of the company. If this is not the case, you may need to file for insolvency.
In the case of a voluntary dissolution of the GmbH, the shareholders must pass a resolution to dissolve the company and appoint a liquidator. The liquidator will then take over the liquidation of the GmbH, settle outstanding claims, realize assets, and finally have the company deleted from the commercial register.
When distributing the assets, you must ensure that this is done in accordance with the legal provisions and the articles of association. Typically, the creditors of the company are satisfied first before the remaining assets are distributed to the shareholders. It is important that this distribution is fair and transparent to avoid legal risks.
You should also consider the tax implications of the dissolution of the GmbH, as there are certain regulations and deadlines to be observed. It is advisable to consult a tax advisor to minimize tax risks.
Overall, it is recommended to seek timely and comprehensive advice in order to carry out the dissolution of the GmbH properly and without any legal or financial risks. I am happy to assist you with any further questions and provide individual advice.
Best regards,
Otto König
Attorney specializing in corporate law
