Supplementary liquidation
A supplementary liquidation is carried out on request if it is determined that a liquidation measure is necessary for a corporation , a cooperative or an association after deletion from the commercial register , cooperative register or association register .
The reason for the need to carry out a supplementary liquidation is the deletion from the register without the liquidation being fully completed. Often an official deletion takes place due to lack of assets according to § 394 FamFG . However, the registry court is not in a position to check with certainty whether there are still assets or other measures must be taken. Furthermore, it is not uncommon for the appointed liquidators to have no interest or no knowledge of the measures that are still required. Examples of liquidation measures to be carried out as part of supplementary liquidation are the sale of land , the cancellation of real estate liens , the delivery of notices or the distribution of assets to creditors or shareholders .
The liquidation does not lead to full completion . This only occurs when the assets have been fully distributed and have been deleted from the register. With the deletion from the register, the legal capacity and party capacity ends . No more rights can be asserted by or against third parties. Legal proceedings can no longer be continued. With the deletion from the register, the office of the liquidators also ends, so that they no longer have management authority and no power of representation .
To carry out the supplementary liquidation, a supplementary liquidator is appointed by the registry court at the request of one of the parties involved ( Section 66 (5) GmbHG , Section 273 (4 ) AktG ). The application can be made by anyone, for example shareholders, board members, liquidators, creditors or other interested third parties. The selection of the person for the supplementary liquidator is subject to the dutiful discretion of the local court. As a rule, the supplementary liquidator is appointed with a limited scope of duties to carry out the outstanding measure and is not entered in the commercial register. In contrast to the liquidator, he does not represent the company in all matters, but only in the specified range of tasks. Addendum liquidator, any legally competent , natural person to be.
The appointment of a supplementary liquidator is associated with costs ( Section 67 (1) GNotKG ). Considerable costs can also arise from the remuneration of the supplementary liquidator, which must be disbursed by the applicant; if necessary, these costs can be settled from the proceeds of the supplementary liquidation.
