von Göler (Hrsg.) / / § 71

§ 71 Opening balance; rights and duties

(1) The liquidators shall prepare a balance sheet (opening balance) at the start of the liquidation as well as a report explaining the opening balance, and they shall also prepare annual financial statements and a management report at the end of each year.

(2) The shareholders shall pass a resolution to approve the opening balance and the annual financial statements, as well as to discharge the liquidators. The provisions concerning the annual financial statements shall apply mutatis mutandis to the opening balance and to the explanatory report. However, assets shall be treated as current assets in so far as their sale is planned within a foreseeable period or these assets are no longer used for business operations; the same shall apply to the annual financial statements.

(3) The court may grant exemption from the need for an auditor to audit the annual financial statements and the management report if the company’s circumstances are so straightforward that an audit does not appear to be necessary in the interests of the creditors and the shareholders. An appeal against this decision is permissible.

(4) In all other respects, the liquidators shall have the rights and duties of directors resulting from sections 37, 41, 43 (1), (2) and (4), section 49 (1) and (2) and section 64.

(5) Business letters must indicate that the company is in liquidation; section 35a shall, in all other respects, apply mutatis mutandis.

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