Clarify the asset and its connection first
Describe the suspected asset, its possible value and its connection to the deleted GmbH. The evidence preservation checklist helps organise the first records.
After a GmbH is deleted and assets appear: applying for supplementary liquidation
If assets subject to distribution are discovered after a GmbH has been deleted, section 93(5) GmbHG provides a route to appoint liquidators again.
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Contact the teamIf further assets subject to distribution are discovered after a GmbH has been deleted, a participant may apply to the commercial court at the company’s principal place of business for the former liquidators to be appointed again or for other liquidators to be appointed. This route is set out in section 93(5) GmbHG.
The initial review should connect the discovered asset to the deleted GmbH and to the completed liquidation through the records. A reference to a possible value, without documents showing its nature and connection to the company, is not enough to define the application clearly.
After a GmbH is deleted and assets appear: applying for supplementary liquidation
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Have assets potentially subject to distribution been discovered after the deletion?
All paths at a glance
Overview of all answers.
Align the application and records with the distributable asset
Set out the asset, its connection to the GmbH, the deletion and your own connection to the matter in a short chronology. The next step is to assess whether an application under section 93(5) GmbHG should be prepared for the commercial court at the principal place of business.
Complete the records on the GmbH and the asset
Secure the register position, records of the completed liquidation and every document that connects the asset to the GmbH. The basis for an application becomes reliable when the evidential chain can be followed.
Classify assets discovered after deletion
Section 93(5) GmbHG applies where further assets of the deleted company are discovered and those assets are subject to distribution. The value must therefore be capable of being connected to the GmbH and must still belong in the winding-up process.
The asset may be a claim discovered later, a credit balance or another recoverable value. Its legal and factual connection must be established in the individual case. The glossary entry on a dissolution action concerns a different stage and does not answer this question.
Apply to the commercial court at the principal place of business
Section 93(5) GmbHG refers to an application by a participant to the commercial court at the company’s principal place of business. The court may appoint the former liquidators again or appoint other liquidators. The application should therefore connect the asset, its link to the deleted GmbH and the remaining winding-up step.
The choice between former and other liquidators depends on the circumstances. The deletion, the earlier liquidation and the reasons for the proposed appointment should be documented separately. The topic page on dissolution and liquidation explains the earlier company phase.
Organise the records for supplementary liquidation
The first file should contain a current register extract, records of the deletion, available liquidation documents and every document relating to the discovered asset. For a claim, review the contract, debtor, origin, amount and previous collection steps. For an object or credit balance, the link to the company is central.
Sections 93(3) and 93(4) GmbHG address the preservation of the books and papers and the inspection rights concerning them. Those records may assist reconstruction. The evidence preservation checklist supports the filing order, and the article on resolution records can help classify earlier company decisions.
Distinguish supplementary liquidation from an ongoing liquidation
Supplementary liquidation starts from a completed liquidation and the deletion of the GmbH. A dispute about the person or conduct of a liquidator during an ongoing liquidation has a different starting point. The article on court appointment and removal of a liquidator addresses that ongoing phase.
A dissolution action concerns a GmbH that still exists and the question whether it should be brought to an end. Section 93(5) GmbHG addresses the handling of distributable assets found after deletion. The article on the dissolution action as a last resort provides the separate comparison.
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Frequently asked questions
What must have been discovered after the deletion?
Section 93(5) GmbHG concerns further assets that can be connected to the deleted GmbH and are subject to distribution. A reference to a possible value without a sufficiently identifiable asset does not settle the issue.
Who can apply for supplementary liquidation?
The provision refers to an application by a participant. Whether that status exists depends on the person’s connection to the company and the discovered asset.
Which court is named for the application?
Section 93(5) GmbHG names the commercial court at the company’s principal place of business. The records should make that former principal place of business and the company connection traceable.
Does supplementary liquidation continue an ongoing liquidator dispute?
The procedures have different starting points. Supplementary liquidation concerns distributable assets found after deletion. A dispute during an ongoing liquidation requires a separate assessment.
Which records should I collect first?
Collect the register extract, deletion and liquidation records, and contracts, claim records, account statements or other evidence concerning the discovered asset. Link each document to the fact it is meant to establish.
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