An AG and a GmbH may be dissolved on expiration of a period
provided in the articles, by resolution of three quarters of the
shareholders, upon commencement of insolvency proceedings,
or by court order. Subsequent to the dissolution, the corporation
is to be liquidated unless bankruptcy proceedings have begun.
An AG is liquidated by the board of management and a GmbH
by the managing director(s), unless otherwise provided for in the
articles or decided upon by a shareholder resolution. In certain
cases, liquidators may be appointed by a court order requested
by a certain percentage of shareholders, or by the supervisory
board in the case of an AG.
The liquidation must be entered in the commercial register.
Financial statements must be prepared as of the date of the
opening of the liquidation proceedings and for every year-end
The creditors of the company must be notifed of the liquidation
and requested, through three consecutive public notifcations in
the German Federal Gazette (Bundesanzeiger), to submit their
claims. Upon discharge of the liabilities, the remaining assets are
distributed among the shareholders in liquidation, but not earlier
than one year after the third public notifcation to the creditors.