A Comprehensive Guide to Dissolving a General Partnership (OHG) in Germany: Process, Reasons, and Instructions

1. Introduction

The dissolution of a general partnership (OHG) is a complex process that takes place in several steps. In this blog article we will explain the various reasons for dissolution and the process of dissolution in accordance with Sections 131 ff. of the German Commercial Code (HGB). We also provide instructions on how to wind up or liquidate a general partnership.

2. Reasons for dissolution

There are various reasons why an OHG can be dissolved. These can be agreed in the partnership agreement or stipulated by law. The legal reasons for dissolution are defined in Section 131 of the German Commercial Code (HGB) and include:

Expiry of time if the OHG was founded for a certain period. Dissolution decision by the shareholders. Opening of insolvency proceedings over the company’s assets. Court decision.

There are also legal reasons for dissolution outside of the German Commercial Code (HGB), such as Section 38 of the Banking Act, according to which the cancellation or expiry of a license constitutes a reason for dissolution.

3. Dissolution process

The dissolution of a general partnership usually takes place in three steps:

Resolution: The dissolution begins with a shareholder resolution or a legal reason for dissolution. The legal existence of the company has not yet been eliminated.Dispute or liquidation: At this stage, ongoing business must be completed and claims must be settled or collected. The procedure is regulated in Sections 145 ff. of the German Commercial Code (HGB). The liquidation is complete when the company’s assets are distributed.Termination of the company: Once the liquidation is complete, the company is completely terminated.

During the liquidation, the shareholders may decide at any time to continue the company, unless the reason for dissolution is the opening of insolvency proceedings and these were not discontinued at the request of the debtor or through a confirmed insolvency plan that provides for the continued existence of the company.

4. Instructions for winding up or liquidating a general partnershipRegistration of the resolution: The dissolution must be registered in a notarized form by all shareholders for entry in the commercial register (§ 143 HGB). It is advisable to state the reason for dissolution when registering.Appointment of liquidators: In addition to the dissolution, all shareholders must register the liquidators and their power of representation for entry in the commercial register. At the start of the liquidation, the liquidators must prepare an opening balance sheet, which serves as a pure balance sheet and gives the liquidators an overview of the company’s assets.Termination of ongoing business: The liquidators must terminate the ongoing business of the OHG.Debt collection and debt settlement: The liquidators are responsible for collecting outstanding claims and settling debts.Implementation of the remaining assets: The liquidators must implement the remaining assets of the OHG in order to distribute them among the shareholders.Distribution of company assets: After all previous steps have been completed, the remaining assets of the OHG are distributed among the shareholders in accordance with the capital shares (§ 155 Para. 1 HGB) . With the final distribution of the assets, the liquidation is completed and the company is completely dissolved.