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von Göler (Hrsg.) / / § 60

§ 60 Grounds for winding up company

(1) Limited liability companies are wound up

  • 1.  upon expiry of the period specified in the articles of association;
  • 2.  by resolution of the shareholders; unless otherwise provided in the articles of association, such a resolution requires a majority of three quarters of the votes cast;
  • 3.  by court judgment or by a decision of the administrative court or administrative authority in the cases referred to in sections 61 and 62;
  • 4.  upon the opening of insolvency proceedings; if the proceedings are terminated upon the application of a debtor or the proceedings are set aside after confirmation of an insolvency plan which provides for the continuance of the company, the shareholders may pass a resolution to continue the company;
  • 5.  upon the decision to refuse to open insolvency proceedings for insufficiency of assets becoming final;
  • 6.  upon an order issued by the court of registration establishing that the articles of association are defective in accordance with section 399 of the Act on Proceedings in Family Matters and in Matters of Non-Contentious Jurisdiction becoming final;
  • 7.  upon the company being deleted from the Commercial Register owing to lack of funds under section 394 of the Act on Proceedings in Family Matters and in Matters of Non-Contentious Jurisdiction.

(2) The articles of association may stipulate other grounds for winding up the company.

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