Deep dive — The Sperrjahr explained (detailed practitioner guide)

This section provides the detailed legal mechanics, what to prepare, and how to coordinate across jurisdictions. If you only read one section before instructing a German firm, read this.

Section 73 GmbHG imposes two independent constraints before any final distribution to shareholders:

  1. creditor protection — outstanding liabilities must be paid or secured; and
  2. a twelve months minimum period measured from the date of the public creditor call (the publication in the Bundesanzeiger / Federal Gazette). Until both conditions are satisfied a final distribution is unlawful. The statutory provision is the starting point for every liquidation in Germany. (gesetze-im-internet.de)

Practical effect for foreign-advised transactions: you cannot assume the German company can be struck off immediately after a shareholders’ resolution. Even if there are no obvious external creditors, the liquidators must make the statutory creditor call public, observe the one-year calendar, and be able to show that the company has been wound down and is asset-free at the end of that year.

The Sperrjahr generally begins the day after of the official creditor call publication. Liquidators must publish the dissolution and call for creditor claims in the elektronischer Bundesanzeiger (Federal Gazette) and often in other local or professional gazettes where relevant. The day of that publication triggers the one-year clock. Merely filing the dissolution in the Handelsregister without the publication does not satisfy § 73.

Practical tip: ensure your German partner provides a timestamped copy of the Bundesanzeiger announcement and the Handelsregister (commercial register) entries. Those documents are the primary evidence registries and notaries will request when you apply for deletion.

Even after the one-year period runs, registries require evidence that no distributable assets remain and that all business has ceased. The one-year period alone is insufficient if assets are still in the company, or distributions were already paid out earlier. Notaries, auditors and registries will check liquidation accounts and distribution resolutions to confirm the company is asset-free before entering final deregistration.

“Debt settled or secured” is interpreted broadly: actual payment discharges debtor claims; credible security arrangements (e.g. escrowed funds, bank guarantees) can qualify where immediate payment is impractical but creditors are protected. The liquidators must document the security mechanism and show it adequately protects creditors — mere verbal assurances won’t suffice. If there are contingent or disputed claims, prudent practice is to (i) reserve amounts, (ii) set up escrow or guarantees, or (iii) obtain creditor waiver agreements where feasible. (gesetze-im-internet.de)

If insolvency proceedings are started or threatened, the rules change. The Sperrjahr may be impacted by insolvency filings and the insolvency court’s timeline. Moreover, for structures like a GmbH & Co. KG the one-year rule may be applied analogously — courts and commentators have discussed the application and interplay extensively. Cross-border groups must therefore coordinate insolvency, creditor rights and tax consequences in both the foreign jurisdiction and Germany. Specialist German advice is essential.

  • Assuming deletion is automatic after shareholder vote. It’s not — the creditor call and one-year block must be observed. (gesetze-im-internet.de)
  • Distributing funds before debts are secured. This risks clawback claims against shareholders and liquidators. Secure debts or escrow funds instead.
  • Poor documentary trail. Registries demand clear evidence: Bundesanzeiger printouts, liquidation accounts, creditor waivers, bank statements, escrows, guarantees and notarial certificates.
  • gnoring local tax closing steps. A liquidation triggers tax-return and VAT close-off obligations; treat tax clearance and final filings as part of the plan.
  1. Signed shareholders’ resolution appointing liquidators and authorising the dissolution (notarisation where required).
  2. Handelsregister entries showing resolution and appointment of liquidators.
  3. Proof of Bundesanzeiger publication of the creditor call (timestamped).
  4. Liquidation accounts and distribution calculations prepared by a German accountant/tax advisor.
  5. Documentation of debt settlement or security (bank confirmations, escrow agreements, guarantees).
  6. Final declaration of being asset-free and application for deletion after the one-year period has elapsed.
  7. Tax clearance / final tax returns and a plan addressing potential cross-border withholding or exit tax issues.

International shareholders often focus on repatriation timing and tax neutrality. The Sperrjahr imposes a minimum calendar delay before distributions — this affects cashflow planning, fund waterfalls and closing timetables for PE exits. Additionally:

  • Private equity funds: waterfall calculations and carried interest timings must account for the German one-year delay to avoid mismatches in distribution dates across jurisdictions.
  • Corporate groups: accounting consolidation, intercompany loan exposure and transfer pricing arrangements may need adjustment if the German entity remains on the books for the blocking year.
  • Cross-border tax considerations: the tax treatment of liquidation proceeds, possible withholding and the timing of recognition can vary — coordinate German tax advice with your home-jurisdiction tax counsel.

We act as your German operations partner, not a substitute for your legal advice. Typical service model:

  1. Pre-engagement due diligence: confirm the company’s asset, liability and tax position; identify contested claims and potential insolvency risks.
  2. Project plan: provide a step-by-step timeline that aligns the shareholder resolution, Bundesanzeiger publication, one-year clock, tax filings and final deletion.
  3. Liquidation administration: act as local coordinator for liquidators, notaries, auditors and tax advisors; prepare the Handelsregister filings, Bundesanzeiger notices and final application for deletion.
  4. Creditor handling and securities: negotiate creditor security agreements or escrow arrangements and document payment/discharge.
  5. Cross-border liaison: clear, single-point communication with your firm; we supply the German legal content, certificates and evidence your client or home counsel needs for internal approvals and for closing mechanics.

We tailor our role to your instructions: you provide the legal strategy and client advice; we execute the German legal steps, prepare the required documents and ensure the Sperrjahr is dealt with correctly.

  • Day 0: shareholder resolution + appoint liquidator → Handelsregister entry.
  • Day 1–5: Bundesanzeiger publication (creditor call) — twelve month clock starts on the day after publication date.
  • Months 0–12: liquidators settle debts, arrange securities, prepare liquidation accounts, file interim tax returns.
  • After 12 months and once company is demonstrably asset-free: file final statement of liquidation and request deletion in Handelsregister. The liquidator has to certify in front of the notary the required statements; registry processes deletion.

Note: The twelve months period is a legal minimum of the liquidation process — particular facts (not yet filed financial statements, disputed claims, insolvency exposure) often extend the practical timeline. Anticipate 14 to 18 months. Plan conservatively.

Q: Can we waive the Sperrjahr?
A: No — § 73 is statutory and not waivable by shareholders; creditor protection is mandatory.

Q: Does the Sperrjahr apply to GmbH & Co. KG?
A: In practice the Sperrjahr is often applied analogously to certain partnerships where German commentators and courts consider creditor protection; seek specialist advice for hybrid structures.

Q: Is publication in the Bundesanzeiger enough to start the clock?
A: Publication starts the statutory year, but registries expect that the company is also asset-free at the end of the period. Documentation must show both the passage of time and factual completion.

Q: What if a creditor appears after distributions?
A: If distributions were made unlawfully before debts were discharged, liquidators and shareholders can face clawback claims and civil liability. Hence the conservative approach: secure contested liabilities or retain funds in escrow.

We adhere with our procedures on the statutory framework and established practice guidance from German notaries and legal commentators. We have worked for companies located in Cupertino, Shanghai, Paris and many more. For the curious or for in-house counsel wanting the primary sources: see § 73 GmbHG (Sperrjahr) and practical commentary from the German notary and tax community. (gesetze-im-internet.de)

  1. Send us a short engagement note with the company name, Handelsregister-ID (look for the HRB number of the entity)
  2. We’ll provide a written German process plan within 48 hours (scope, documents, estimated fees and timeline to publication).
  3. You approve the engagement letter and instruct us to proceed as your German counterpart.

We act behind the scenes so your firm remains the client’s lead advisor. For an initial case assessment and a sample process plan, contact us now:

Contact Klendon contact@klendon.de (for proposals and NDAs)

Get an offer here

Klendon — your German closure partner for international counsel: we navigate the Sperrjahr, secure creditor protection, coordinate German notarial and registry formalities, and deliver deletion documentation so your client can close the chapter cleanly and compliantly.

If you want, we can now prepare a client-facing one-page checklist or a notarised timeline tailored to a specific target company (include Handelsregister number and latest balance sheet).