1. Introduction to the liquidation of a GbR
The civil law partnership (GbR) is one of the most frequently chosen corporate forms in Germany. It is easy to set up and just as easy to dissolve. But what happens if the GbR is to be dissolved and liquidated?
This article is intended to provide you with a checklist of the individual stations that have to be gone through when dissolving a GbR.
The dissolution and liquidation of a GbR is a complex process that must be carefully planned and executed to avoid legal problems. It is important that you are aware that the dissolution of a GbR not only means the cessation of business activities, but also the winding up of any outstanding business, the payment of any debts and the distribution of the remaining assets among the partners (including possible liability for deficit in the capital accounts of the shareholders).
2. Carrying out the dispute
a) Determination of the company’s assets
The first step in the liquidation of a GbR, after the decision to liquidate, is to determine the company’s assets. This includes all of the company’s assets, including cash, bank balances, real estate, vehicles, machinery, inventories and accounts receivable from third parties. It is important that all assets are properly valued to ensure all shareholders receive a fair share of the company’s assets.
b) Termination of pending transactions
The next step is to close all pending deals. This means that all current contracts, orders and other obligations of the company must be settled. It is important that all transactions are completed correctly and completely in order to avoid legal problems.
c) Returning objects brought in for use
If the shareholders have brought items into the company that they have made available for use, these items must be returned to the shareholders. This can be, for example, office equipment, vehicles or machines. It is important that the return is properly documented to avoid disputes between shareholders.
d) repayment of the debt
Before the remaining assets can be distributed among the shareholders, all of the company’s debts must be paid off. This includes both liabilities to third parties and liabilities to the shareholders themselves. It is important that all debts are paid off correctly and in full in order to avoid legal problems.
e) Refund of deposits
After the debt has been paid off, the shareholders’ contributions can be returned. This means that every shareholder gets back the amount that he contributed to the company. It is important that the return of deposits is carried out correctly and completely in order to avoid disputes between shareholders.
f) final settlement
The final settlement is the last step before the distribution of the remaining assets. The final statement lists all of the company’s income and expenditure since the last statement and the result is determined. It is important that the final account is correct and complete in order to avoid disputes between the shareholders.
g) Surplus distribution or loss compensation
After the final settlement, the remaining assets can be distributed among the shareholders. If there is a surplus, it will be distributed among the shareholders in proportion to their contributions. If there is a loss, the shareholders must compensate for it according to the same ratio. It is important that the distribution of the surplus or the compensation of the loss is carried out correctly and completely in order to avoid disputes between the shareholders.
h) Termination of the Company
After the distribution of the surplus or compensation of the loss, the liquidation of the GbR is completed and the company is terminated. It is important that the company’s termination is properly documented to avoid legal problems.
3. Conclusion
The dissolution and liquidation of a GbR is a complex process that must be carefully planned and carried out.
This checklist is intended to show the essential points to which a certain focus should be devoted when liquidating a GbR. If problems arise here, it is advisable to consult a competent lawyer.
This article does not constitute concrete and individual legal advice, but only provides a rough initial overview of the very complex legal matter described. You can only obtain legal certainty for your specific case constellation through coordinated examination and advice from a competent lawyer.
I am happy to be at your disposal as a lawyer and specialist lawyer for a legal assessment and assessment of your case and represent your interests assertively and resolutely. of the company and the (co-)shareholders. Feel free to contact me by phone or write to me.
I advise nationwide on site or via Zoom as a specialist lawyer in the areas of corporate law, tax law and insolvency law, especially in the cities and metropolitan areas around Stuttgart, Heilbronn, Karlsruhe, Freiburg, Ulm, Augsburg, Munich, Frankfurt, Wiesbaden, Saarbrücken, Kaiserslautern, Bonn, Wuppertal, Duisburg, Nuremberg, Munster, Saarbrücken, Düsseldorf, Cologne, Dortmund, Hanover, Kassel, Leipzig, Dresden, Bremen, Hamburg and Berlin.
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