The liquidation of an Austrian GmbH is an important process that ensures the proper winding up and termination of the company. In this blog article, we take a look at the process of liquidating a GmbH and the necessary steps to be taken.
1. procedure and necessary steps of the liquidation of the GmbH
a) Decision on liquidation: Shareholder resolution
The first and fundamental phase in a GmbH liquidation is the decision to dissolve the company. This can happen for various reasons, such as financial difficulties, strategic reorientation or the wish of the shareholders to end the company.
The decision of the partners to liquidate the company shall be taken at a general meeting, the minutes of which shall be drawn up by a notary. The The shareholders' resolution must therefore be notarised. can be made. This can also be done online at our partner notaries' offices via notarity .
b) Appointment of liquidator
The liquidator(s) are usually the managing directors of the GmbH that is being liquidated. Unless otherwise agreed in the articles of association or in a shareholders' resolution, the managing director becomes the liquidator (so-called "born" liquidators). The liquidator takes the place of the managing director under commercial law, represents the GmbH externally and manages the business until the GmbH is deleted from the commercial register.
c) Registration in the commercial register
The resolution of the shareholders to dissolve the GmbH must be registered with the commercial register. The application to the companies register must be signed and certified by a notary public. The certification of the signature on the application to the companies register can also be done online and at the same time as the certification of the shareholders' resolution. When the liquidation of the GmbH is entered in the company register, the addition "in liquidation" or abbreviated "in Liqu" is added to the company wording.
2. rights and duties of the liquidators
The liquidators have various tasks, including the preparation of a liquidation balance sheet, the publication of the dissolution and the notification of the creditors. As a rule, the managing directors of the limited liability company are also the liquidators, unless otherwise stipulated in the articles of association or by a shareholders' resolution.
The liquidators shall draw up a liquidation balance sheet and publish the dissolution of the limited liability company in the gazettes. They are also responsible for notifying the creditors and satisfying them. After a three-month period, the remaining assets can be distributed to the shareholders.
3. termination of the GmbH and cancellation proceedings
After completion of the liquidation, the liquidators apply for the deletion of the GmbH from the commercial register. The application for entry in the commercial register must in turn be certified by a notary. This certification can be done online at our partner notary's offices via notarity be carried out. In doing so, they must submit a final balance sheet and prove their discharge by means of a notarised shareholders' resolution. The actual termination of the GmbH only takes place when the deletion is entered in the commercial register and the GmbH no longer has any assets.
4. necessary documents and costs
At least the following documents are necessary for the liquidation of the GmbH in Austria:
- Minutes of the general meeting on the dissolution of the GmbH
- Company register application (once for the dissolution of the GmbH and once for the complete deletion)
- If applicable Sample company drawing of the liquidator
In addition, a tax clearance certificate from the tax office and a resolution on the discharge of the liquidators are usually required.
The costs for the liquidation of the GmbH depend on whether a partner notary's office is to prepare all documents for you, take care of the necessary submissions for you and accompany you throughout the entire process. Alternatively, you can have the documents prepared by a law firm, which will then also take care of the necessary submissions to the commercial register for you. Due to the requirement for structured company register entries, it is not possible to process the documents yourself. Please book an appointment with a partner notary's office here. You will then receive an offer from a partner notary's office and are free to decide whether you wish to make use of it.
5. online notarial certification
With notarity we offer you a convenient and cost-effective solution for online notarisation. Thanks to our platform, you can save time and money by avoiding the traditional trip to the notary's office and completing the entire process from the comfort of your home or office. Experienced notaries are at your disposal to notarise your documents in a legally binding manner. Discover the advantages of online notarisation with notarity and simplify your everyday business.
5. conclusion
The liquidation of a limited liability company is a structured process that ensures the orderly winding up and termination of the company. By complying with the legal provisions and cooperating with experts, shareholders and liquidators can successfully complete the liquidation process.
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