Limited Company Sale Closing Balance Sheet
March 13, 2013 | 30,00 EUR | answered by Wirtschaftsprüfer André Hintz
Values from the balance sheet 2012
Business equipment 16,734.63
Cash + accounts 1,863.65
Other balances 1,673.92
Accounts receivable 6,417.24
Total A S S E T S 26,689.44
Paid-up share capital 26,689.44
Total L I A B I L I T I E S 26,689.44
This GmbH is to be sold with the current accounts. However, the balances will be paid out proportionally to the shareholders before the sale. Any existing overdraft facilities will be cleared before the sale. The GmbH has no liabilities or tax arrears. The loss carryforward as of 31.12.2012 is 207,417.07. The business equipment can be immediately written off by 6,734.63 due to deferred depreciation. The remaining 10,000 euros is a non-depreciable piece of art, which the shareholders will not sell with the cash, other balances, and accounts receivable, but will offset it against the paid-up share capital. This will not result in a profit as the withdrawals are less than the share capital.
Therefore, after adjusting these positions on the active and passive sides, the GmbH's balance sheet will be 0.00. This could pose a problem, particularly creating liability for the managing director if they carry out these actions (handing over the assets to the shareholders before the sale).
The buyer of the company shares agrees to this.
Dear inquirer,
I would like to answer your question within the framework of an initial consultation and considering your fee contribution, along with the rules of the online portal. My response pertains to the situation you have presented.
Corporate Law Issues
An allocation of corporate assets below the share capital is not permissible under corporate law. In a GmbH (limited liability company), shareholders are required to maintain at least the share capital of the GmbH. A balance sheet with both sides at 0.00 euros cannot be created in this way. The managing director cannot carry out this action, as it would violate applicable law. They would become liable for damages.
Tax Law Issues
An allocation of corporate assets without a legal basis constitutes a gift or hidden profit distribution. Tax obligations may arise depending on the individual tax circumstances. This depends particularly on which shareholder receives which corporate assets.
Furthermore, in the case of a change in shareholders (depending on the extent of the change in shares), the loss carryforward may partially or completely be lost.
If you have any further questions, I am at your disposal.
I hope my explanations have been helpful to you and remain
Yours sincerely,
André Hintz
Tax Advisor
Steuerberatung@andrehintz.de
