Disclosure of liquidation balance sheet – What rules must be
followed?
If liquidation of the company has been effected by a shareholders' resolution, it is expected,
under the German Limited Liability Companies Act (GmbHG) in conjunction with the German
Commercial Code (HGB), that in the first year a three-part submission will be made,
arranged as follows:
1. Last Financial Statement of the trading company,
2. Liquidation opening balance sheet, with explanatory report
3. First Financial Statement in liquidation
Moreover, continual submissions will be necessary as long as the company is entered as
active in the Commercial Register; i.e. the duty of disclosure only expires when the company
is deleted in the Commercial Register.
What is....?
…the “last Financial Statement This is the company's last Financial Statement prior to the
of the trading company”? What opening of liquidation proceedings. The accounting cut-off day or
cut-off date is decisive?
end of business year in this report is thus always exactly the day
before the opening of liquidation proceedings.
...the “liquidation opening
balance sheet, with
explanatory report”? Which
cut-off day is decisive?
The liquidation opening balance sheet is always a cut-off balance
sheet (a 1-day balance sheet).
The cut-off day is always the date of the shareholders' resolution
on liquidation or the date at which liquidation is to take place.
Please note:
A retrospective liquidation of the company is not allowed and will
not be accepted by the Bundesanzeiger.
...the "first Financial Statement
in liquidation"? Which start of
business year and which end
of business year are the
governing dates?
Status: September 2014
The business year of the first Financial Statement in liquidation
begins with the cut-off day for the opening of liquidation
proceedings. The end of the business year depends on whether
the company follows the statutory rule, viz. 12 months from
liquidation, or has passed a new shareholders' resolution stating
a different business year.
1/2
Example:
Liquidation as of 23 August 2013, originally the business year under the company's statutes was
1 January to 31 December.
Submissions, cut-off days:
Statutory
regulation
Return to business
year pursuant to
original statutes
(under non-formal
shareholders'
resolution):
New business year
(under shareholders'
resolution as passed)
as of 30 September:
Last Financial Statement of
trading company:
01.01.2013 – 22.08.2013
Liquidation opening balance
sheet
23.08.2013 – 23.08.2013
First Financial Statement
in liquidation
23.08.2013 –
22.08.2014
23.08.2013 –
31.12.2013
23.08.2013 –
30.09.2013
Successive Financial
Statement
23.08.2014 –
22.08.2015
01.01.2014 –
31.12.2014
01.10.2013 –
30.09.2014
If you are to deviate from the statutory rule for the end of the business year, a resolution is
compulsory. Any change to the balance-sheet cut-off day must be entered in the Commercial
Register. Return to the original business year under the company's statutes can only be
effected by a non-formal resolution.
You can glean detailed information from the German Ministry of Justice on the internet at
http://www.bundesjustizamt.de.
Status: September 2014
2/2