Trusted German partner for closing German subsidiaries — efficient, fully compliant liquidations for US/UK/Asia counsel
You advise the client. We handle the German liquidation, filings, creditor notices, tax wrap-up and deletion from the Commercial Register — transparently, predictably, and on time.
When an international private equity sponsor or multinational decides to close a German subsidiary, the last thing you want is legal ambiguity or surprise liabilities. Klendon is a German-licensed specialist team that executes voluntary liquidations and deregistrations of GmbHs and UGs on behalf of foreign counsel and their clients. We act as your reliable German counterpart: we manage the shareholder resolution filings, liquidator registration, creditor notices in the Federal Gazette, tax clearances and final Commercial Register deletion — with clear timelines and fixed-fee options for common scenarios.
Why international lawyers choose Klendon
- Trusted German Partner — Not an answering service: local lawyers and experienced liquidators who know § 60 et seq. GmbHG and the Federal Gazette process.
- For international law firms — Tailored to US, UK and Asian firms: we act under your instruction and supply English-language deliverables suitable for client reporting and audit trails.
- Cross-Border Expertise — Seamless cooperation: you provide strategy and client instructions; we handle German corporate formalities, creditor calls and tax notifications.
- Full Transparency — Predictable pricing, documented steps, and a single client portal that shows each filing, Federal Gazette notice, and the final deletion certificate.
Short explainer: How a voluntary German liquidation works
- Shareholder decision — A dissolution resolution is passed (three-quarters majority by default, unless articles state otherwise). That resolution triggers the winding-up phase
- Register dissolution & appoint liquidators — The dissolution and appointment of liquidators must be entered in the Commercial Register (Handelsregister). Notarisation is usually required for the filing.
- Announcement & creditor call — Liquidators must publish the dissolution and call for creditors (typically via the Federal Gazette / Bundesanzeiger) and prepare an opening liquidation balance sheet. Creditors have an opportunity to register claims.
- Wind-up and tax close — Liquidators collect receivables, terminate operations and employment as needed, pay creditors, and prepare final tax filings and the final liquidation balance. Tax clearances are requested by the registry before deletion.
- One-year blocking period & distribution — After the Federal Gazette announcement there’s a mandatory twelve month blocking period (“Sperrjahr”) waiting period before distributions to shareholders and deletion are possible (creditor risk period). After obligations are fulfilled, liquidators apply for deletion from the Commercial Register.
Note: If the company is insolvent, insolvency rules apply and the court-led insolvency process (not voluntary liquidation) may be mandatory. Always check solvency triggers first.
Our service offering (how we partner with your firm)
We provide three modular service tiers designed for law firms working for PE and conglomerates:
1) Advisory and Document Drafting
- Draft shareholder resolution, liquidator appointment, notarial documents and English-friendly client reporting.
2) Full-service Liquidation (most used by international counsel)
- Notarised registry filings, Federal Gazette creditor call, opening liquidation balance, creditor negotiation, tax wrap-up, final balance, and deletion application. Fixed-fee estimates for standard GmbH and UG cases; bespoke pricing for complex asset/employee situations.
3) Emergency & Insolvency Triage
- Rapid assessment and cross-border coordination if insolvency risk or creditor claims arise; we coordinate local insolvency counsel as needed.
All engagements include: English-language engagement letter, dedicated project manager, milestone reporting, and digital copies of all filings.
We price transparently: fixed packages for routine wind-ups; bespoke quotes for companies with employees, assets abroad, or complex creditor claims. A typical routine GmbH liquidation (no insolvency, no employees) is billed as a fixed-fee engagement. Contact us for a tailored quote.
8-point compliance checklist we run for every German liquidation
- Verified shareholder resolution of 75% quorum.
- Notarial and registry filing completed.
- Liquidator(s) appointed and registered.
- Federal Gazette creditor call published.
- Opening liquidation balance and audit collection starts
- Employee and contractual termination plan (if applicable).
- Final tax returns / tax office clearance prepared.
- Deletion application & supporting evidence filed with registry.
FAQs (concise)
Q: Do foreign shareholders need to be present in Germany to dissolve a GmbH?
A: No. Shareholder resolutions can be passed in writing or by circular resolution and notarised remotely when correctly executed; registry entry must be handled locally (notary/registry).
Q: How long does a voluntary liquidation usually take?
A: For a routine GmbH with no insolvency, employees or contested creditor claims, expect the statutory creditor call / one-year waiting period plus wrap-up steps — typically 14–18 months end-to-end. Complex cases take longer.
Q: Can distributions happen immediately?
A: No. Distributions are generally not permitted until the one-year creditor period after the Federal Gazette notice has expired and all creditor claims/tax obligations are settled.
Q: What happens if the company is insolvent?
A: Insolvency triggers mandatory filing under German insolvency law; a court-supervised insolvency proceeding (Insolvenzverfahren) — not a voluntary wind-up — will apply. We will triage and coordinate insolvency counsel if needed.
Q: Will Klendon communicate directly with German authorities for our client?
A: Yes. We act as like a managing director for filings, notices and tax office liaison while you remain the client’s lead counsel and advisor.