In short
The 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.
Liquidator explained
Unless the articles of association or a resolution provide otherwise, the managing directors automatically become liquidators (Sec. 66 (1) GmbHG). Shareholders holding together at least one tenth of the share capital can apply for appointment by the court for good cause (Sec. 66 (2) GmbHG). The liquidator announces the dissolution in the Federal Gazette, prepares an opening balance sheet, terminates contracts and pays debts. They sign with an addition indicating the liquidation (Sec. 68 (2) GmbHG). They are personally liable above all if they pay out assets to shareholders before the blocking year has expired (Sec. 73 (3) GmbHG) or fail to file a necessary insolvency application.
