German liquidation: What is the Sperrjahr?
Fast. Precise. Legally secure.
If your client needs a German subsidiary wound down, Klendon is your reliable German counterpart: we handle the German legal, notarial and registry steps so your firm can advise the client’s commercial, tax and transaction strategy with confidence.
Who this page is for corporate lawyers
If you are a US, UK or Asia-based corporate lawyer advising a private equity house or a corporate group on cross-border divestments, restructurings or portfolio clean-ups where a German subsidiary must be dissolved and removed from the Handelsregister. You want a German partner who understands the single biggest legal hurdle in every GmbH wind-up — the “Sperrjahr” (blocking year / one-year waiting period) — and who will manage the German process end-to-end.
Why the “Sperrjahr” is the decisive issue (and why experienced local counsel matters)
Many international counsel treat a German liquidation like a simple administrative deletion. In practice the critical legal constraint is § 73 of the German Limited Liability Companies Act (GmbHG): it creates a statutory one-year restriction on distributions and prescribes the order and timing of final steps in liquidation. Any mistake here exposes your client — and sometimes the advising lawyers — to liability for unlawful distributions, unresolved creditor claims or failed filings that prevent deletion of the company. The statutory text is unambiguous: distributions may not be made before debts are discharged or secured and before one year has passed since publication of the creditor call. (gesetze-im-internet.de)
Because the rule protects third-party creditors, German courts and registries scrutinize whether (i) the creditor call and publication obligations were met, (ii) the company’s debts were actually settled or secured, and (iii) the statutory one-year period (the “Sperrjahr”) has run in conjunction with the factual reality that the company is effectively vermögenslos (asset-free) before the final deregistration can be made. Notaries and the commercial register will expect careful documentary proof.
Legal dictionaries and lawyers translate “Sperrjahr” variously as “restrictive year”, “blocking period”, “one-year waiting period” or “twelve-month ban”; you will see these terms interchangeably in English practice notes — we use “blocking year / one-year waiting period” on this page. Please note the time starts the day after publication and runs for 12 months.