The civil society – or GbR for short – is one of the partnerships. Establishing a GbR requires at least two shareholders. A minimum starting capital is not required. However, when founding a GbR, you are also liable with your private assets. However, it also happens that a GbR is dissolved because the founders no longer understand each other, the business is no longer profitable or because you just don’t feel like it anymore. In this article we will show you how to dissolve a GbR.
Dissolve GbR in three steps
As a rule, the civil society ends ( GbR ) not with their resolution, as one might suspect. Rather, the termination of a GbR goes through different phases:
- Liquidation and dispute
- Full completion
Phase 1: dissolve GBR
First of all, a reason for the dissolution of the GbR must be given. In the process, the GbR is transformed into a so-called winding-up company, the purpose of which is ultimately to terminate the company. This means that the GbR still exists but has a new purpose: namely the dissolution of the GbR. In this phase you can still make a new decision and still receive the GbR.
Phase 2: liquidation and dispute
In this second phase, you and your partner are mutually obliged to participate in the processing of the GbR. However, if the reason for the dissolution of the GbR is the insolvency of the company, it is not the shareholders, that is, you, the GbR, but an insolvency administrator. During the processing you cannot assert any claims against the GbR in order not to complicate matters. Overall, the following tasks are taken on in this phase:
- Termination of all pending deals
- Return of all items that do not belong to the company
- Pay off all debts
- Refund the invite
- Distribution of property
Phase 3: full completion
As soon as the settlement procedure is successfully completed, the GbR is deemed to have ended. Even if there are still debts in the room, you will continue to be liable with your private assets after termination. Often the question arises whether you should conclude a dissolution contract if you dissolve your GbR. Basically, such a contract is not prescribed by law, but it gives you legal security and secures you for all eventualities.
Alternative: sell web project before dissolution
It can be worthwhile to think about selling the GbR or the values of the GbR before dissolving. You may still be able to make a profit from it. We definitely recommend giving it a try. You can still dissolve the GbR in the end. So there is nothing to lose.
You can also use ours for this Service of advice for the sale of a company. Here you get help from a real expert and you don’t have to worry anymore.
Projektify is a marketplace for buying and selling companies free of charge. As a non-profit association, Projektify helps small businesses find a successor. If you are considering this, then definitely read our additional information Tips on How to Sell a Business you can go through or try it out and look at our advertisements or post your web project with us for free !
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