Glossary · Winding up

GmbH in liquidation (i. L.)

Also: GmbH i. L., GmbH in Liquidation, dissolved GmbH, UG i. L.

In short

After dissolution, the GmbH carries a suffix indicating liquidation, usually "i. L.", and may only conduct business that serves the winding up. It is only deleted after the blocking year and the distribution of the remaining assets.

GmbH in liquidation (i. L.) explained

Dissolution does not yet end the company. It retains legal capacity, can sue and be sued, and keeps its obligations towards the tax office and creditors. The liquidators complete ongoing business, collect receivables and sell the assets; they may only enter into new business to complete pending transactions (Sec. 70 GmbHG). The GmbH i. L. continues to issue invoices, and the liquidators sign with the liquidation suffix (Sec. 68 (2) GmbHG). Distributions are only made after the blocking year has expired and all debts have been paid or secured (Sec. 73 GmbHG). At the end comes deletion from the commercial register (Sec. 74 GmbHG).

Legal basisSec. 60, 68 (2), 70, 73, 74 GmbHG

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Related terms

Blocking year (Sperrjahr)The blocking year begins with the call to creditors in the Federal Gazette and lasts twelve months; only then may the remaining assets of a dissolved GmbH or UG be distributed to the shareholders. It protects creditors who still come forward.LiquidationLiquidation is the orderly winding up of a dissolved company: completing ongoing business, realising assets, paying creditors and distributing the rest to the shareholders. For a GmbH and UG, it follows the dissolution resolution and ends with deletion from the commercial register.LiquidatorThe liquidator winds up the dissolved company and represents it during this phase. This is usually the previous managing directors, but the shareholders can also appoint other persons.Commercial register (Handelsregister)The commercial register is a public, electronically kept register of merchants and commercial companies, maintained by the register courts. Division A (HRA) lists, for example, sole traders, OHGs and KGs; division B (HRB) lists, for example, GmbHs, UGs and AGs.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Duty to file for insolvency (Insolvenzantragspflicht)If a GmbH or UG is insolvent or over-indebted, the management must file for insolvency without culpable delay, at the latest three weeks after insolvency occurs and six weeks after over-indebtedness occurs. Anyone who fails to do so commits a criminal offence.

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