Liquidation

Illustrative example; names are placeholders and the facts are invented. The shareholders of Company A AG resolve to dissolve it. The register enters the dissolution, the liquidators and the name 'Company A AG in Liquidation' (HRegV Art. 63(3)), and the SHAB publishes the call to creditors. The liquidators sell the company's trademark to a buyer, in writing, and the transfer is entered in the trademark register (MSchG Art. 17(2)). One year after the call to creditors, they distribute what is left (OR Art. 745(2)) and report the end of the liquidation to the register (OR Art. 746).

Dissolution. A company is dissolved by resolution of its general meeting, by the opening of bankruptcy or by a court's judgment, among other grounds, and the dissolution must be entered in the commercial register. (OR Arts. 736 and 737)

'in Liquidation'. In liquidation, the company keeps its legal personality and its name, with the addition 'in Liquidation'. (OR Art. 739(1))

The liquidators. Liquidators finish the company's current business, realise its assets and meet its obligations; unless the general meeting has decided otherwise, they may also sell assets privately. (OR Art. 743(1) and (4))

Creditors first. Creditors are called on to register their claims, by notice in the SHAB where they are not known. Assets may be distributed one year after the call to creditors at the earliest, or after three months where a licensed audit expert confirms that the debts are paid. (OR Arts. 742(2) and 745(2)-(3))