Liquidating a GmbH in Austria

The liquidation of an Austrian GmbH is an important process that ensures the company is properly wound up and terminated. In this article, we look at how a GmbH is liquidated and the steps that need to be taken.

1. Procedure and steps for liquidating a GmbH

a) Decision to liquidate: shareholder resolution

The first and most fundamental stage of a GmbH liquidation is the decision to dissolve the company. This can happen for various reasons, such as financial difficulties, a strategic realignment or the shareholders’ wish to bring the business to an end.

The shareholders’ resolution to liquidate the company must be passed at a general meeting, and a notarial record of the meeting must be drawn up. The shareholder resolution must therefore be recorded as a notarial deed. This can also be done online with partner notaries on the notarity platform.

b) Appointment of the liquidators

The liquidators are usually the managing directors of the GmbH being liquidated. Unless otherwise agreed in the articles of association or in a shareholder resolution, the managing directors become the liquidators (so-called “born” liquidators). The liquidators take the place of the managing directors under commercial law, represent the GmbH externally and manage its business until the GmbH is deleted from the company register (Firmenbuch).

c) Application to the company register

The shareholders’ resolution to dissolve the GmbH must be filed with the company register. The application to the company register must be signed with a notarised signature. The signature on the company register application can also be notarised online, in the same appointment as the notarial deed recording the shareholder resolution. When the liquidation of the GmbH is entered in the company register, the addition “in Liquidation” (abbreviated “in Liqu”) is added to the company name.

2. Rights and duties of the liquidators

The liquidators have various tasks, including preparing a liquidation balance sheet, publishing the dissolution and notifying the creditors. As a rule, the managing directors of the GmbH are also the liquidators, unless the articles of association or a shareholder resolution provide otherwise.

The liquidators prepare a liquidation balance sheet and publish the dissolution of the GmbH in the official gazettes. They are also responsible for notifying the creditors and settling their claims. After a three-month period, the remaining assets can be distributed to the shareholders.

3. Termination of the GmbH and deletion proceedings

Once the liquidation is complete, the liquidators apply for the GmbH to be deleted from the company register. This application must again be notarised, which can be done online with partner notaries on the notarity platform. The liquidators must submit a final balance sheet and prove their discharge by means of a shareholder resolution recorded as a notarial deed. The GmbH is only actually terminated once the deletion has been entered in the company register and the GmbH no longer has any assets.

4. Required documents and costs

At least the following documents are required to liquidate a GmbH in Austria:

• minutes of the general meeting on the dissolution of the GmbH
• company register applications (one for the dissolution of the GmbH and one for its final deletion)
• if applicable, the specimen signature of the liquidators

In addition, a tax clearance certificate from the tax office and a resolution discharging the liquidators are usually required.

The cost of liquidating the GmbH depends on whether a partner notary is to prepare all the documents for you, handle the necessary filings and support you throughout the entire process. Alternatively, you can have the documents prepared by a law firm, which will then also handle the necessary filings with the company register for you. Because company register filings must be submitted in a structured format, it is not possible to complete the process with documents you have prepared yourself. Please book an appointment with a partner notary here. You will then receive a quote from a partner notary and are free to decide whether you wish to accept it.

5. Online notarial deeds

With notarity, we offer you a convenient and cost-effective platform for online notarial deeds. Our platform lets you 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 partner notaries on the notarity platform are available to execute your documents with legally binding effect. Discover the advantages of online notarial deeds via notarity and simplify your day-to-day business.

6. Conclusion

The liquidation of a GmbH is a structured process that ensures the company is wound up and terminated in an orderly manner. By complying with the legal requirements and working with experts, shareholders and liquidators can successfully complete the liquidation process.