Do you remember when you founded your GmbH or UG? It was certainly the same for you at first: You leave the office at midnight and the euphoria is so great that you work 16 hours a day. But now you realize that it is no longer the best and you want to dissolve the GmbH. This can have various reasons such as reorientation, failure, health or you are simply going into a well-earned retirement. We’ll show you how to do it!

What is a GmbH?

The GmbH belongs to the corporations. It is suitable for anyone who wants to limit liability. The GmbH is founded by at least one partner. For the “one-person GmbH” the same provisions apply as for a “normal” GmbH. The articles of association must be notarized. The GmbH is a legal person. This means that the company itself and not its shareholders acts as a businessman in business dealings. For example, the GmbH concludes contracts, owns assets and has to pay taxes.

The entrepreneurial society UG is a special form. The UG (limited liability) is founded by at least one partner. The share capital is at least one euro. The capitalization should always be based on specific needs, because inadequate capitalization always harbors a high risk of insolvency.

Dissolve UG or GmbH

As a partner in a GmbH, you cannot simply dissolve the existing UG or GmbH overnight. On the one hand, because you need the consent of the other shareholders anyway in order to obtain such a resolution, and on the other hand, because it is precise Regulations gives. A resolution basically takes place in 3 steps:

  • resolution
  • liquidation
  • deletion

Dissolution of the GmbH or UG

The reasons for the dissolution of a GmbH are regulated in Section 60 of the GmbH Act (GmbHG). Dissolution is the process through which you enter the phase of processing your business from an advertising activity in order to end its existence. So you are still an employee of the GmbH but have the task of dissolving it and the resolution of the shareholders’ meeting.

However, the dissolution does not render the GmbH or UG incapable of acting. The GmbH remains in the case of dissolution, but an addition such as “i. L.” or “i. dev.” to be attached, which indicates the settlement.

Liquidation of the GmbH or UG

In addition to the dissolution, the liquidators must be registered for entry in the commercial register. This can be the current managing director or there is a regulation which is in the articles of association and specifies a liquidator.

A particularly important duty of the liquidator is to appeal to creditors. This is the announcement of the dissolution of the GmbH, which is entered in the Federal Gazette. Everyone who still owes you money or to whom you owe money will be informed. You still have one year to do this after the creditors’ appeal – the so-called blocking year.

During the blocking year, any distribution of assets to the shareholders is prohibited. There is no ranking among the creditors. This is to prevent money from being drawn from the GmbH and debts not being paid.

Deletion of the GmbH or UG

Once all transactions have been completed at the end of the blocking year, receivables included and liabilities paid, the remaining assets of the GmbH can be distributed to the shareholders. The company is then fully terminated when the termination of the liquidation and the deletion of the company are entered in the commercial register. The finished society then ceases to exist.

Alternative: sell instead of dissolve GmbH

It may be worthwhile to think about selling the GmbH or the values of the GmbH 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 GmbH in the end. So there is nothing to lose. We have already made some successful sales of a GmbH. You can find one here Case study on the sale of a GmbH .

For professional advice, use ours 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 GmbH can. Try it out and look at our advertisements or post your web project with us for free !


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