As a CEO, it can be hard to admit when your company is no longer sustainable. Closing down a business can feel like a daunting task, especially in a foreign country where rules and regulations may be different from what you’re used to. In Germany, closing a company (GmbH or UG) requires several legal procedures that must be followed carefully to avoid any legal liabilities or financial burdens. In this blog post, we’ll discuss the steps for closing a company in Germany and provide you with a comprehensive guide that can help you do it without any stress.

Starting the process

Closing a company cannot happen overnight in Germany. The first step is to hold a shareholders’ meeting, discussing the decision to dissolve the company. The shareholders will then elect a liquidator, who will manage the closing process. The liquidator’s responsibility is to ensure all debts are paid off, outstanding taxes have been settled, and all assets are collected and distributed accordingly. The liquidator is also responsible for informing external entities of the decision, such as banks, creditors, and employees.

Informing the relevant Authorities

Before closing the company, notifying the relevant authorities of the decision is a must. Companies must submit a notification of closure with the commercial register, which includes the details of the liquidator, the date of liquidation, and the decision to close the company. Also, businesses should inform the tax office, the trade office, the social security office, and any other pertinent regulatory authority. Failing to submit these notifications on time can put you at risk, so it is essential to take this step seriously.

Clearing outstanding obligations

Maintaining the company’s books and preparing final financial statements are crucial elements in closing a German company. You must clear any outstanding debts or taxes and pay all creditors before distributing any remaining assets to shareholders. A balance sheet and final tax return must be made, stating the company’s financial position on the day of liquidation. Additionally, any remaining assets must be sold at the current market value, and the liquidator must distribute the proceeds of the sale according to the shareholders’ wishes.

Final Distribution

Lastly, the final step is to divide the remaining assets after clearing all outstanding debts and paying off all tax obligations. These assets are to be distributed among the shareholders according to the company’s constitutional document. The shareholders are also required to submit a new commercial register entry informing the trade registry of the company’s liquidation and the distribution of assets.

Closing the final phase

Finally, once all these steps have been completed successfully, the company can be officially closed. The final liquidator’s report is to be submitted to the commercial register. After all, formalities have been done, the Deregistration process is initiated, and the company is removed from the register, closing the final phase of the business’s liquidation.

Instead of closing you can sell your company

If your company is in a good condition with no debts you should better think about selling it to a ready-made company seller in Germany. This can create a win-win situation for both parties as you will get some money for the company instead of going through the time-wasting process mentioned above.


Closing a company in Germany can be a tough process, but it’s important to follow the legal procedures to avoid legal liabilities and financial burdens. As a CEO, your focus should be on taking care of your employees, creditors, and tax obligations to ensure a smooth liquidation period. Ceasing operations is difficult, yet always necessary in some cases, but with our comprehensive guide, you can successfully navigate the legal obligations of closing a company (GmbH or UG) in Germany. Remember, it’s always best to stay informed and comply with the regulations to help minimize stress and legal consequences.

Published On: April 11th, 2023 / Categories: Company Guides / Tags: , , /

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