Disclosure of liquidation balance sheet

If liquidation of the company has been effected by a shareholders' resolution, it is expected, under commercial and company law, that in the first year a three-part disclosure will be made. This is arranged as follows:

1. Last Financial Statement of the trading company,
2. Liquidation opening balance sheet, with explanatory report and
3. First Financial Statement in liquidation.

Moreover, disclosure of consecutive annual financial statements will be necessary as long as the company is entered as active in the Commercial Register; i.e. the duty of disclosure only expires when the company is deleted in the Commercial Register.

In-depth information

Last financial statement of the trading company	This is the company's last Financial Statement prior to the opening of liquidation proceedings. Cut-off day The accounting cut-off day or end of business year in this statement is the day before the opening of liquidation proceedings.
Liquidation opening balance sheet, with explanatory report	For the commencement of liquidation, the liquidators shall prepare an opening liquidation balance sheet and a report explaining the opening balance sheet. The explanatory report shall take the place of the notes and the management report. Cut-off day The liquidation opening balance sheet is always a cut-off balance sheet (a 1-day balance sheet). The cut-off day is always the date of the shareholders' resolution on liquidation or the date at which liquidation is to take place. A retrospective liquidation of the company is not allowed and cannot be disclosed.
First financial statement in liquidation	This is the first annual financial statement of the company after the opening of liquidation. Cut-off day The business year of the first financial statement in liquidation begins with the cut-off day for the opening of liquidation proceedings. The end of the business year depends on whether the company follows the statutory rule, viz. 12 months from liquidation, or has passed a new shareholders' resolution stating a different business year.
Liquidation closing balance sheet	This means the accounting documents to be disclosed at the end of a liquidation. A closing balance sheet shall be prepared and disclosed at the termination of liquidation proceedings in the same manner as the opening balance sheet of liquidation.

Example

Liquidation as of 23 August 2022, originally the business year under the company's statutes was 1 January to 31 December
Business year	according to statutory regulation	on return to business year pursuant to original statutes (non-formal shareholders' resolution)	for a new business year until 30.09. (shareholders' resolution as passed) as of 30 September
Last financial statement of trading company	01.01.2022 – 22.08.2022
Liquidation opening balance sheet, with explanatory report	23.08.2022 – 23.08.2022 (1-day balance sheet)
First financial statement in liquidation	23.08.2022 – 22.08.2023	23.08.2023 – 31.12.2023	23.08.2023 – 30.09.2023
Successive financial statement in liquidation	23.08.2023 – 22.08.2024	01.01.2024 – 31.12.2024	01.10.2023 – 30.09.2024

If you are to deviate from the statutory rule for the end of the business year, a resolution is compulsory. Any change to the balance-sheet cut-off day must be entered in the Commercial Register. Return to the original business year under the company's statutes may only be effected by a non-formal resolution.

You can glean detailed information from the German Ministry of Justice on the internet at www.bundesjustizamt.de.

Important: Annual financial statements, liquidation balance sheets and other accounting documents must be submitted to the Federal Gazette for the last time for the financial year beginning before 1 January 2022. Subsequent financial years must be submitted to the company register for disclosure.

If you have to publish a notice to creditors (liquidation notice), please submit this exclusively to the Federal Gazette in the ‘Company announcements’ section under the publication type ‘Liquidation’ or ‘Winding up’ (depending on the legal form).