Notes Following GmbH Dissolution

Regarding the further procedure for the liquidation/deletion of your GmbH or UG (haftungsbeschränkt), we would like to provide you with the following information:

1. Publication in the Federal Gazette (Bundesanzeiger)

The dissolution must be published by the liquidators. The publication must be made at least in the Federal Gazette (publikations-plattform.de). If the company's articles of association require publication in additional gazettes, the announcement must also be published there. The text of the publication could read, for example, as follows:

„Die Gesellschaft ist aufgelöst; die Gläubiger werden aufgefordert, sich bei der Gesellschaft zu melden."

We as the notary's office do not arrange the publication; however, your tax adviser may be able to assist, as they may already be registered on the platform.

Please send us a PDF of the completed publication by e-mail. You can view the publication at www.unternehmensregister.de.

2. Liquidation

The liquidators must wind up the company's ongoing business, in particular settle the company's outstanding liabilities (including taxes due) and collect outstanding receivables. Please note that the dissolved company must include a suffix indicating the dissolution in its name (xyz GmbH i.L., where "i.L." stands for "in Liquidation").

3. Deletion from the Commercial Register

At the earliest one year after the publication of the dissolution, the completion of the liquidation may be filed with the commercial register (by the liquidators in notarially certified form). The company will then be deleted.

The registry court may enquire with the tax office whether all tax matters have been settled and will not proceed with the deletion until this is confirmed. Please schedule an appointment with us at the appropriate time for the filing of the deletion.

Further obligations: We note – without claiming completeness – that further obligations exist, e.g. under Section 137 of the German Fiscal Code (Abgabenordnung).