Dissolution Agreement Template for Germany

A Dissolution Agreement outlines how business partners formally end their company or partnership in Germany. It spells out each party's rights and responsibilities during the wind-down process, covering everything from asset division to debt settlement under German corporate law (Gesellschaftsrecht).

This binding contract helps prevent future disputes by clearly stating how to handle outstanding contracts, employee obligations, and final tax matters. German businesses often pair it with a Liquidationsplan (liquidation plan) to ensure compliance with both HGB (Commercial Code) requirements and BGB (Civil Code) partnership provisions. It's especially important for GmbHs and KGs seeking an orderly closure.

Use a Dissolution Agreement when you're ready to end a business partnership or close down your German company. This document becomes essential during major changes like partner buyouts, retirement of key stakeholders, or when your GmbH needs to shut down operations due to market conditions or strategic decisions.

The timing matters - create this agreement before starting the actual dissolution process. German law requires careful handling of creditor claims, employee matters, and tax obligations. Having this agreement in place early helps avoid costly disputes, protects all parties' interests, and ensures compliance with BGB and HGB requirements during the wind-down phase.

• Simple Partnership Dissolution: Most basic form used by small businesses and freelancer partnerships, focusing on asset division and final settlements
• GmbH Dissolution Agreement: Comprehensive version for limited liability companies, including shareholder provisions and corporate governance requirements
• Corporate Group Exit: Complex agreements for dissolving relationships within larger business structures, addressing intellectual property and cross-border considerations
• Mutual Practice Dissolution: Specialized version for professional practices like law firms or medical offices, handling client transitions and professional obligations
• Project-Specific Dissolution: Tailored for temporary business ventures or joint projects, focusing on project completion and resource allocation

• Business Partners/Shareholders: Primary parties who sign the Dissolution Agreement and must follow its terms for company closure or partnership exit
• Legal Counsel: Draft and review agreements to ensure compliance with German corporate law and protect client interests
• Tax Advisors: Guide final tax settlements and ensure proper handling of fiscal obligations during dissolution
• Company Directors: Execute the dissolution process and ensure all legal requirements are met under German law
• Liquidators: Manage the practical aspects of company wind-down according to agreement terms
• Creditors: Affected parties whose claims must be addressed in the dissolution process

• Company Details: Gather full legal names, registration numbers, and addresses of all involved parties
• Asset Inventory: Create a complete list of company assets, debts, and ongoing contracts
• Financial Records: Compile current balance sheets, profit/loss statements, and tax documentation
• Partner Agreements: Review existing partnership or shareholder agreements for dissolution provisions
• Timeline Planning: Set realistic dates for key dissolution milestones and final closure
• Stakeholder Input: Document each party's requirements and expectations for the dissolution process
• Legal Requirements: Check specific HGB and BGB provisions affecting your business structure

• Party Information: Full legal names, addresses, and registration details of all involved entities
• Purpose Statement: Clear declaration of intent to dissolve and reasons under German law
• Asset Distribution: Detailed plan for dividing company property, accounts, and liabilities
• Timeline Provisions: Specific dates for dissolution steps and final closure
• Financial Obligations: Treatment of outstanding debts, taxes, and creditor claims
• Employee Provisions: Handling of employment contracts and obligations
• Governing Law: Express reference to German Commercial Code (HGB) compliance
• Signatures: Proper execution blocks for all authorized parties

A Dissolution Agreement differs significantly from a Consortium Agreement in both purpose and timing. While both deal with business relationships, they serve opposite functions in the lifecycle of a partnership under German law.

• Primary Purpose: Dissolution Agreements end business relationships and outline wind-down procedures, while Consortium Agreements establish new collaborative ventures and ongoing operational frameworks
• Asset Treatment: Dissolution focuses on dividing existing assets and settling debts, whereas Consortium deals with pooling resources and sharing future profits
• Timeline Orientation: Dissolution looks backward to resolve past obligations and forward to closure, while Consortium plans for future cooperation and growth
• Legal Effect: Dissolution terminates legal relationships under BGB provisions, while Consortium creates new binding partnerships under German commercial law