BewG | Valuation Act

BFH | Bundesfinanzhof

BStBl | Bundessteuerblatt

DStR | German tax law

EStG | Income Tax Act

according to

GewStDV | Business Tax Implementing Regulation

GewStG | Business Tax Act

GmbH | Company with limited liability

HGB | Commercial Code

KStG | Corporate Tax Act

lt. | loud

Rz | Margin

UStG | VAT Act

VZ | assessment period

If you want to voluntarily terminate a GmbH, you have to consider many aspects. On the one hand, the liquidation of a GmbH is linked to various corporate law issues. On the other hand, there are also many tax issues. What effects taxpayers have to expect in the latter regard, we want to explore in this article. Because one thing is clear: the liquidation of a GmbH is generally an everyday phenomenon, even if it should affect every GmbH at most once in the course of its existence.

Figure 3: Example of liquidation opening balance sheet

Figure 4: Final calculation example

Figure 5: Electoral law – dissolution falls into an ongoing marketing year

Figure 6: Summary Determination of taxable settlement income

Figure 7: Summary Taxation of Shareholders

At a certain point in the professional life of a shareholder of a GmbH, the decision is made to no longer want to lead the company. There may be many reasons for this. You want to retire due to age and enjoy your pension. Or you want to completely reorient yourself again and discover a new professional field. If this is the case and all other shareholders agree not to continue the GmbH, action is required to terminate the corporation. This project is carried out by means of the liquidation operation, in which a company is wound up. However,

which requirements do I have to meet as a GmbH in order to be able to liquidate? When does this process begin and end and what actions should be taken? Do I still have to pay taxes during this time and do I perhaps have to put money aside in advance to pay off a large tax liability? These questions and other important aspects are examined in this scientific work.

At the end of this scientific work, the question: “Does the taxation of a GmbH in liquidation constitute an increased financial risk for the shareholders?” can be answered with the following explanations.

The aim of this work is to discuss the liquidation of a GmbH to the reader. The focus is on the tax treatment during the liquidation, in particular with regard to similarities and differences with the annual assessment, valuation regulations and tax relief and the taxation of shareholders.

The topic is limited in such a way that training as a tax assistant is recommended as a prerequisite in order to fully understand the content. In order to get a rough overview of the topic, however, the pure interest in the topic should suffice, without the prior knowledge is assumed.

After the definition of liquidation and the definitions of two important technical terms are shown in the first step, the reasons why the liquidation of a GmbH takes place in practice follow. Subsequently, the course of the proceedings is presented and outlined which actions the shareholders have to take after the opening of the liquidation proceedings.

Subsequently, the tax law specifics will be dealt with. The individual aspects of the taxation period, the taxation of the GmbH and the taxation of the shareholders are divided into three sub-sections (3.4.1 – 3.4.3).

Only literature sources are used whose authors are either members of the tax consulting professions or have obtained a legal degree. In addition, self-designed illustrations serve to clarify certain content. For reasons of better legibility, the simultaneous use of the language forms male, female and diverse (m/f/d) is omitted. All personal designations apply equally to all genders.

In the last step, a summary is drawn from the obtained data and at the same time examined whether the hypothesis established proves to be correct, as well as a justification for the result presented.

A liquidation is the process of dissolving a company so that it can no longer participate in legal transactions as a legal entity. The aim of the liquidation is to terminate the current business, collect the company assets and convert them into money, satisfy the creditors and distribute the remaining assets to the shareholders. If the final distribution has been made, the deletion in the commercial register is also necessary so that the company can also be deleted under civil law. [] 1]

Settlement profit is the profit achieved during the settlement period. It follows from the difference between the settlement end assets and the initial settlement assets. Furthermore, the settlement profit covers the entire settlement period and is therefore not calculated for each marketing year. According to § 7 sentence 1 GewStG, the winding-up profit determined for the purposes of corporate tax is also the basis for the assessment of trade tax. [] 2]

The concept of common value is legally defined in § 9 BewG. Thus, the common value is determined by the price which would be obtained in the ordinary course of trade on the basis of the nature of the asset in the event of a sale. From a tax point of view, this means that an asset which has been valued at the book value in the balance sheet must reveal its hidden reserves. [3]

A GmbH will be dissolved if it is one of the companies referred to in § 60 para. 1 GmbHG acts as grounds for dissolution.

Figure 1: Reasons for dissolution according to § 60 para. 1 GmbHG

Source: Own presentation

In practice, the dissolution of a company on the initiative of the shareholders by resolution is usually the basic case (§ 60 para. 1 No. 2 GmbHG.[4] On the other hand, there is no liquidation if there is over-indebtedness or an impotence without a corresponding decision of a district court. The divestment of the business operations maintained by the company also does not lead to the dissolution of the GmbH. [] 5]

Insofar as a reason for the dissolution of the company pursuant to § 60 GmbHG has arisen, the liquidation procedure takes place. According to § 65 Abs. 1 GmbHG in the proceedings, the first measure is to register liquidation with the commercial register. [6] From this point in time, the GmbH has to carry the addition "i.L." ("in liquidation") in business transactions. [7] Unless otherwise determined by a shareholder resolution, § 66 para. 1 GmbHG the managing directors of the GmbH are regarded as liquidators of the company. This office is exercised until the final cancellation in the commercial register and is also subject to registration. The liquidators are primarily with

commissioned to wind up the company. This is accompanied by § 65 Abs. 2 GmbHG the notice of dissolution in the electronic Bundesanzeiger. This has the purpose of asking the creditors of the GmbH to assert their outstanding claims. [8] In addition to settling liabilities to creditors, liquidators are obliged to ensure that current transactions are terminated, that debts are collected from debtors and that realisable assets are disposed of. [9] In addition, the liquidation does not result in the end of the GmbH’s legal entity. It remains legally and party-capable. It only changes the purpose of the company, which is now aimed at the optimal achievement of liquidation proceeds in the winding-up. [10] Should it be found after termination of winding-up proceedings that assets or liabilities exist, the termination of the GmbH has not yet been completed. In such a case, a so-called supplementary liquidation is necessary. [11] Finally, the main points of the winding-up proceedings are summarized once again:

Figure 2: Winding-up proceedings

Source: Own presentation

As soon as the liquidators of the company have carried out the arrangement mentioned in the previous section and the winding-up procedure begins, according to § 71 para. 1 GmbHG of the preparation of a liquidation opening balance sheet. This has the purpose of forming a balance sheet basis for the resolution of the limited liability company and must in principle be drawn up within three months of the date of dissolution. In the run-up to the dissolution, an annual financial statement must also be prepared. It should be stressed that the annual balance sheet of these accounts cannot at the same time be regarded as a liquidation opening balance sheet, even if this were decided by a shareholder resolution. [12] In addition, all assets and liabilities with their

amortised carrying amount. Recalculations are only to be carried out if the assets no longer serve the business. In addition, an annual financial statement including a management report must be prepared for the end of each year. [13] In practice, a liquidation opening balance sheet could be outlined as follows:

Figure 3: Example of liquidation opening balance sheet

Source: Alber, M., Corporate Income Tax in Corporate Practice, 2019, p.

The establishment of a liquidation opening balance sheet is accompanied by the preparation of an explanatory report. [14] Formally, this explanatory report corresponds to the annex and the management report, which are attached to the final report when drawing up financial statements (except micro-corporations according to § 267a HGB). Accordingly, the standards §§ 264 also apply to the explanatory report; 284 et seq. In contrast, the content of the report has the task of

Provide information on the liquidation situation and the approaches and accounting methods chosen. Specifically, the expected development and duration of the liquidation must be explained and the expected costs estimated. If there are changes in methodology resulting from the liquidation of the company, these must be explicitly highlighted in the report. [15] Furthermore, it is necessary to justify adopted figures from the last balance sheet of the advertising GmbH, insofar as they were included in the opening balance sheet. [16] In the last step, the liquidators have

§ 74 Abs. 1 sentence 1 GmbHG to ensure that a final invoice is prepared. This final calculation has the purpose of reflecting the final loss of assets of society, which is why it can only be recorded after the distribution of assets. In their presentation, no consideration of legal provisions with regard to form, purpose and scope is necessary. Accordingly, the final invoice could be presented, for example, in the form of an annual financial statement or a revenue-expenditure invoice. Finally, the final account must be established and approved by the general meeting. [] 17)

Another possibility to present the final calculation is shown with the following figure:

Figure 4: Final calculation example

Source: Eller, P., Liquidation der GmbH, 2021, Rz 214

Initially, it should be emphasized that the GmbH remains liable for corporate tax, trade tax and sales tax despite the ongoing liquidation phase. [18] For the taxation of profits from the dissolution and winding up of a corporation, the standard of § 11 KStG serves, which is explained in detail below. [] 19]

3.4.1 Taxation period

Accordingly, according to § 11 para. 1 sentence 1 KStG the settlement period is defined as a uniform taxation period. This means that the company does not have to carry out a normal profit determination by marketing year and therefore the obligation to submit annual corporate tax returns is also waived. [20] As a result, corporation tax does not arise until the end of the winding-up period.[21] In principle, the taxation period begins on the date of the liquidation decision. By way of derogation, the taxation period shall start at a different time, provided that a different day is indicated in the decision. [22] If it turns out that the dissolution falls in a current financial year, the liquidators have

Right to vote on how the result from the current marketing year is to be taken into account for tax purposes. On the one hand, the result achieved between the end of the last regular marketing year and the start of dissolution can be included in the liquidation taxation. This prevents a “hole” from being created in the profit determination. [23] Again, according to the Bundesfinanzhof (BFH) there is also the possibility of forming a truncated financial year for the said period, which also applies for tax purposes and is not to be included in the liquidation period. [] 24]

Figure 5: Electoral right – dissolution falls into an ongoing marketing year

Source: Own presentation

According to § 11 para. 1 sentence 2 KStG, the tax period extends from dissolution to full termination. The taxation period shall not exceed three years. In practice, however, it often happens that taxpayers prepare interim financial statements at the end of the respective calendar year despite the three-year period in order to process the current accounts.[25] If, however, the three-year period is exceeded, the tax periods starting thereafter are again limited to one year. Furthermore, an intermediate assessment must be made after the expiry of the regulatory period. It is important to note that

that the financial administration can decide on the formation of a liquidation period by a separate, separate administrative act. Such an administrative act must be distinguished from the tax assessment notice. [26] The taxation period ends with the legal conclusion of the liquidation. More precisely, this means the complete distribution of final assets to the shareholders and creditors. If the GmbH starts its active business activities during the liquidation period, the liquidation is terminated at this time. Consequently, the company is again treated in accordance with the general rules and must be taxed in the ordinary assessment period. [] 27]

3.4.2 Income determination and taxation of the GmbH

In contrast to the tax period, there are in principle no differences in the determination of profit in the liquidation and the ongoing determination of profit. Section 11 Abs. 2 KStG, the income is also determined according to a business asset comparison. Nevertheless, it is a special form of profit determination, which is why the principle of the relevance of the trade balance acc. § 5 Abs. 1 EStG does not apply to the final tax liquidation balance sheet. [28] Thereafter, the liquidation gain/loss results from the difference between winding-up final assets and winding-up initial assets.[29] As mentioned above, the asset comparison in liquidation is a tax profit determination of a special kind. This is due to the fact that it is aimed at a complete recording of the realised hidden reserves and the income generated during the liquidation period. The latter is recognised either by the proceeds of the sale or by the recognition of the common value (see 2.3).[30] Initial liquidation assets may be derived from the liquidation opening balance sheet. Accordingly, it concerns those operating assets which, according to § 11 Abs. 4 KStG at the end of the marketing year preceding the dissolution of the corporate tax assessment. It is irrelevant whether the previous assessment period is a full marketing year or a hull marketing year. The valuation of the balance sheet items is based on their book values from the last tax balance sheet in order to ensure the complete recording of the hidden reserves. It is also necessary to reduce the profit of the previous marketing year from the initial winding-up assets to the extent that it was distributed during the winding-up period. [31] This must be distinguished if the situation exists that no operating assets existed at the end of the previous investment period. In this case, the provision of § 11 para. 5 KStG. Therefore, the sum of the deposits made later constitutes the initial liquidation assets. The purpose of the standard is that the increases in assets resulting from the deposits do not increase the liquidation profit, since these already increase according to § 11 para. 4 KStG are to be neutralized as tax-free capital increases in the determination of the liquidation result. [32] The final liquidation assets, on the other hand, are the assets which still exist after silvering and satisfaction of all creditors and which have been reduced by the tax-free increases in assets which have flowed to the taxable limited company during the winding-up period. [33] Furthermore, it should not be disregarded that according to § 11 para. 6 KStG for the determination of the winding-up profit, the otherwise applicable provisions on the determination of the tax profit are to be applied, insofar as special provisions do not prescribe otherwise in paragraphs one to five of the standard. In particular, the deductible expenses of § 9 KStG, such as donations, but also the non-deductible expenses of § 10 KStG, such as the taxes paid on income, should be mentioned. In addition, tax benefits continue to apply, such as those of § 8b KStG, according to which income from participations in another corporation is tax-free at ninety-five percent if the participation directly amounted to more than ten percent of the share capital or share capital at the beginning of the calendar year. [34] As already mentioned at the beginning of this sub-chapter, all hidden reserves must be discovered in the income determination. Accordingly, real assets with the common value according to § 9 para. 2 to recognise BewG at the time of the transfer, even if they were sold to the shareholder at a lower value. [35] The same must also be taken into account when valuing intangible assets, such as licenses or patents.[36] When measuring goodwill, the distinctions below should be considered. If a self-created goodwill exists, it is not to be taken into account in the liquidation, since it is already due to the activation prohibition of § 5 para. 2 EStG may not be covered. On the other hand, a derivatively acquired and capitalised goodwill must be taken into account only if it is the subject of the distribution. This is the case in particular if it was sold for remuneration or transferred to a shareholder in kind. This is then also to be taken into account with the common value.[37] In addition, from the beginning of the winding-up, there is no longer any possibility for the GmbH to make open or hidden profit distributions. Grants to their shareholders are rather liquidation rates.[38] In the final step in determining the winding-up result, it is necessary to check whether deductible losses can be claimed in a profit-reducing manner in accordance with § 10d EStG. Since the settlement period is an extended investment period, losses can be carried forward into the settlement period. If a settlement loss arises, it is redeemable to the immediately preceding investment period.[39] In order to illustrate the aforementioned legal provisions and processes once again, the scheme serves on the next page, which summarizes the calculation for income determination.

Figure 6: Summary Determination of taxable settlement income

Source: M. Deubert / T. Taetzner, in special balance sheets, § 11 KStG, 2021, Rz 443

After the taxable settlement income has been determined, the corporation tax to be determined must first be calculated. Since the settlement profit is determined consistently for the entire settlement period, the tax rate applicable to the BZ in which the settlement period ends should be applied. The corporate tax liability ends only with the actual and legal conclusion of the distribution of the winding-up assets.[40] Under trade tax law, the profit determined in accordance with § 11 KStG is also to be used. However, unlike corporation tax, there is a significant difference in the determination of business tax. According to § 16 Abs. 1 GewStDV, the business income arising during the settlement period is to be distributed pro rata temporis over the investment years of the settlement period. However, it will also be possible to set the business tax only after the end of the winding-up period, since only then will the business income that is relevant for the distribution be known. [41] The trade tax liability of the GmbH expires upon distribution of the assets to the shareholders.[42] With regard to sales tax, it should be emphasized that the company also during the dissolution as an entrepreneur within the meaning of § 2 Abs. 1 UStG is considered. Therefore, during this period, their turnover remains subject to VAT, they remain entitled to deduct input tax and VAT advance notifications and the annual VAT return are also to be submitted during the settlement period. The entrepreneurial status of the limited liability company in liquidation continues until all legal relationships and transactions related to the liquidation have been settled. This applies even after their deletion in the commercial register. [43]

3.4.3 Treatment of shareholders

As a result of the tax winding up of the GmbH, it is necessary to examine a possible taxation at the level of the shareholders. It is important to pay attention to which of the following constellations in the relationship between shareholder and corporation exist. If a shareholder keeps his shares in the company in private assets and those shareholders receive repayment amounts that are higher than the acquisition costs during the taxation period, these revenues are the income from capital assets according to § 20 para. 1 no. 2 EStG. As a result, these amounts are subject to capital gains tax within the meaning of § 43 Abs. 1 No. 1 EStG. In addition, losses from liquidation may only be offset against positive income from capital assets. [44] If, on the other hand, the shares in the GmbH are in an operating asset, a further distinction must be made. If the shareholder is a natural person, there is in principle a current profit or a loss in the amount of the difference between the capital repayment and the book value of the GmbH shares and there is commercial income according to § 15 EStG. In addition, in this case the requirements for the partial income procedure according to § 3 no. 40 b. EStG, whereby forty percent of the income is tax-free. However, in return according to § 3c Abs. 2 EStG also only sixty percent of the costs related to these revenues are deductible. However, if the fact exists that the shareholder is also a corporation, this means that according to § 8b para. 1 KStG i.V.m. § 8b Abs. 4-5 KStG the income is tax-free at ninety-five percent, provided that the participation at the beginning of the marketing year amounted to more than ten percent of the share capital or share capital.[45] A brief summary of the abovementioned aspects is given in Figure No 7 on the next page.

Figure 7: Summary Taxation of Shareholders

Source: Own presentation

In conclusion, it can be stated that the liquidation of a GmbH brings advantages for the company, such as the extension of the tax period and the thus incoming exemption from the submission of annual tax returns, as well as risks, such as the necessary discovery of the hidden reserves. The conditions for a liquidation, as well as the necessary measures of the liquidators are clearly defined by the legislature and the case law of the BFH, so that an examination should normally take less time than the examination of other tax situations. From a tax advisory point of view, however, we should still be doing information work on advantages and voting rights at the level of the company and on the taxation of shareholders.

The initially asked question “Does the taxation of a GmbH in liquidation constitute an increased financial risk for the shareholders?” cannot be answered with either “yes” or “no” due to the aforementioned aspects. An argument that speaks especially for the thesis was already mentioned in the previous paragraph with the discovery of the hidden reserves. This can lead to a surprisingly high tax rate for the shareholders, as the discovery leads to a larger tax rate.

taxable income results, although no money has flowed to the taxpayer in this context. In addition, it should always be noted that the limited company remains subject to corporate tax, trade tax and sales tax despite the ongoing liquidation phase. Since the liquidation period extends over three years, unexpected costs may be incurred in the case of VAT advance notification (advance payments of VAT, late payment surcharges, in particular).

In contrast, when determining the taxable winding-up assets, the GmbH continues to receive tax benefits, such as the loss deduction according to § 10d EStG or the almost complete tax exemption for participations in other corporations according to § 8b KStG. Furthermore, this also applies to the taxation of shareholders, such as the triggering of the partial income procedure according to § 3 no. 40 b., if the taxpayer meets the requirements.

In practice, it is therefore highly recommended that you as a shareholder of a GmbH should already be in exchange with your tax advisor before the liquidation decision. More specifically, a consultation should be arranged in advance, during which all possible risks, the exercise of electoral rights and the necessary measures are explained and thus a large part of the ambiguities can be eliminated preventively.

Crezelius, G (2016). The GmbH in crisis, restructuring and insolvency (5th edition). (K. Schmidt, & W. Uhlenbruck, ed.) Published by Dr. Otto Schmidt.

Deubert, M. & Taetzner, T. (2021). Special balance sheets (6th edition). (M. Deubert, G. Förschle, & U. Störk, ed.) C.H. Beck Verlag.

Deutschländer, A. (2022 March 2022). Sale of shares in corporations pursuant to § 17 EStG. Grundlagen.

Dißars, U.C., & Kahl-Hinsch, I. (26 June 2015). Accounting in the liquidation of the limited liability company. StuB – Corporate taxes and balance sheets No. 12, pp. 449-454.

Duscha, H., & Ihlau, S. (2019). Handbook of business valuation (7th edition). (V. H. Peemöller, eds.) NWB-Verlag.

Eller, P. (2021). Liquidation of the GmbH (4th edition). Erich Schmidt Verlag.

Gehrmann, R. (4 March 2020). GmbH-Liquidation. InfoCenter.

GES Journal for Corporate Law and Adjacent Tax Law. (13 August 2021). Accounting on the occasion of the liquidation opening of a GmbH. GES 4/2021, p. 188.

Graf, L. (January 2017). GmbH in liquidation: Requirements for a proper opening balance sheet. (IWW Institute for Knowledge in Economics, ed.) BBP Business Administration in Focus, pp. 122-126.

Hoffmann, W. D. (12 December 2014). Unresolved liquidation taxation. StuB – Corporate taxes and balance sheets(23), pp. 865-866.

Jula, R. (2020). The GmbH shareholder (4th edition). Springer-Verlag.

Kleindiek, D. (2022). GmbH-Gesetz (21st edition). (Lutter, & Hommelhoff, ed.) Published by Dr. Otto Schmidt.

Kremer, T., & Uelner, J. (2020). Holding Manual (6th edition). (W. Bayer, & M. Letter, ed.) Published by Dr. Otto Schmidt.

Kußmaul, H. (2020). Business tax theory (8th edition). De Gruyter.

Kußmaul, H., & Palm, T. (21 September 2021). The liquidation balance sheet (HGB). InfoCenter.

Lohr, M. (2017). Termination of the GmbH without liquidation proceedings. GmbH-StB 2017, p. 292-294.

Pfirrmann, V. (2022). Income tax law (162nd edition). (B. Heuermann, & P. Brandis, ed.) C. H. Beck Verlag.

Schmidt, K. (2022). GmbH Act (13th edition). (Scholz, ed.) Dr Otto Schmidt.

Stalbold, R. (2020). Corporate Tax Act: KStG (4th edition). (D. Gosch, ed.) C.H. Beck Verlag.

Streck, M. (2022). Corporate Tax Act: KStG (10th edition). (B. Binnewies, ed.) C.H. Beck Verlag.

Zuber, B. (2021). Corporate Tax Act Commentary (5th edition). (J. M. Mössner, I. Oellerich, & M. Valta, ed.) NWB Verlag.

Dennerlein, B., & Wagner, F. (19 February 2018). Gabler Wirtschaftslexikon. Retrieved on 27 August 2022 from https://wirtschaftslexikon.gabler.de/definition/gemein-wert-32056/version-255604

Endert, V. (2022). (G. Frotscher, & K. D. Drüen, ed.) Retrieved from haufe.de on 12 August 2022: https://www.haufe.de/steuer/haufe-steuer-office-excellence/frotscherdrueen-kstg-11-aufloesung-und- Abwicklung-liq-4 Abwicklungsgewinn-abs2 idesk PI25844 HI2155981.html

BFH judgment of 14.12.1965 – I 246/62 U BStBl 1966 III p. 152

BFH judgment of 8.12.1971 – I R 164/69 BStBl 1972 II p. 229

BFH judgment of 17.07.1974 – I R 233/71 BStBl 1974 II p. 692

BFH judgment v 21.04.1993 – XI R 50/90 BStBl 1993 II p. 696

BFH judgment v 12.4.2017 – I R 36/15 DStR, 2017 p. 2658

[1] Cf. T. Kremer/J. Uelner in: Lutter/Bayer, Holding-Handbuch, Liquidation und Insolvenz, paragraph 20.4, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 paragraph 1, cf. R. Gehrmann, GmbH-Liquidation, p. 1

[2] Cf. H. Duscha / S. Ihlau, in Peemöller, Praxishandbuch der Unternehmensbewertung, p. 877; see V. Endert, in Frotscher / Drüen, KStG § 11 Liquidation und Abwicklung, https://www.haufe.de/steuer/haufe-steuer-office-excellence/frotscherdrueen-kstg-11-aufloesung-und- Abwicklung-liq-4- Abwicklungsgewinn-abs2 idesk PI25844 HI2155981.html, accessed on 12.08.2022

[3] Cf. B. Dennerlein, Common Value, https://wirtschaftslexikon.gabler.de/definition/gemeiner-wert-32056/version-255604, accessed on 27.08.2022.

[4] Cf. H. Kußmaul, Betriebswirtschaftsteuerlehre, p. 296, cf. R. Jula, Der GmbH-Gesellschafter, p. 293, cf. P. Eller, Liquidation der GmbH, paragraph 2

[5] See R. Gehrmann, GmbH-Liquidation, pp. 1-2.

[6] Cf. R. Jula, Der GmbH-Gesellschafter, S 298-299, cf.: M. Lohr, in GmbH-StB 2017, p. 292.

[7] See: R. Gehrmann, GmbH-Liquidation, p. 2

[8] cf. P. Eller, Liquidation der GmbH, Rz 9, cf. R. Jula, Der GmbH-Gesellschafter, p. 298-299,

[9] See R. Gehrmann, GmbH-Liquidation, pp. 1-2.

[10] Cf.: M. Lohr, in GmbH-StB 2017, p. 292, cf.: D. Kleindiek, in Lutter/Hommelhoff GmbHG, § 69, Rz 1 ff, cf.: P. Eller, Liquidation der GmbH, Rz 9

[11] See: R. Gehrmann, GmbH-Liquidation, pp. 1-2.

[12] Cf. A. Deutschländer, Sale of shares in corporations pursuant to § 17 EStG, paragraph 184, cf. U. Dißars / I. Kahl-Hirsch, Accounting in the liquidation of corporation, in StuB No.

12 of 26.06.2015, p.451, cf.: GES, Accounting on the occasion of the liquidation opening of a GmbH, in GES 4/2021, p. 188

[13] See R. Gehrmann, GmbH-Liquidation, p. 3

[14] Cf. R. Jula, Der GmbH-Partner, S 299

[15] Cf.: K. Schmidt; in Scholz GmbHG, § 71 GmbHG, Rz 11, cf.: L. Graf, in BBP 2017, pp. 122-126, cf.: A. Deutschländer, Sale of shares in corporations according to § 17 EStG, Rz 184

[16] See: K. Schmidt; in Scholz GmbHG, § 71 GmbHG, Rz 11

[17] Cf.: H. Kußmaul / T. Palm, Liquidationsbilanz (HGB), p. 6, cf.: K. Schmidt, in Scholz GmbHG, § 74 GmbHG, paragraph 8, cf.: P. Eller, Liquidation der GmbH, paragraph 214.

[18] See R. Gehrmann, GmbH-Liquidation, p. 4

[19] Cf. G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht in der Liquidation, Rz 3.101

[20] Cf. M. Deubert / T. Taetzner, in special balance sheets, § 11 KStG, Rz 430, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 5, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG commentary, § 11 Rz 81

[21] See B. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 83

[22] Cf. M. Streck, in Corporate Tax Act: KStG, § 11, paragraph 6, cf. R. Gehrmann, GmbH-Liquidation, p. 4, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 paragraph 91.

[23] Cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 432, cf. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 93, cf. R. Gehrmann, GmbH-Liquidation, p. 4

[24] See BFH judgment of 17.07.1974 – I R 233/71 BStBl 1974 II p. 692, see M. Deubert / T. Taetzner, in Sonderbilanzen, § 11 KStG, paragraph 431.

[25] Cf. R. Stalbold, in Corporate Tax Act KStG, § 11, Rz 61, cf. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 106, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 8

[26] Cf. R. Gehrmann, GmbH-Liquidation, p. 4, cf. M. Streck, in Corporate Tax Act: KStG, § 11, paragraph 8

[27] Cf. M. Deubert / T. Taetzner, in special balance sheets, § 11 KStG, Rz 433, Cf. R. Stalbold, in Corporate Income Tax Act KStG, § 11, Rz 66, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG Commentary, § 11 Rz 101

[28] Cf. M. Alber, Corporate Income Tax in Corporate Practice, p. 449, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 131, cf. M. Deubert/T. Taetzner, in special balance sheets, § 11 KStG, Rz 440

[29] Cf. W. Hoffmann, Die unresolved Liquidationsbesteuer, p. 865, cf. R. Stalbold, in Corporate Tax Act KStG, § 11, Rz 60

[30] See G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.101, cf. BFH v 14.12.1965 – I 246/62 U BStBl 1966 III p. 152, cf. BFH judgment v 8.12.1971 – I R 164/69 BStBl 1972 II p. 229.

[31] Cf. R. Gehrmann, GmbH-Liquidation, p. 4, cf.: G. Crezelius, in Die GmbH in der Krise, Sanierung und Insolvenz, C Steuerrecht in der Liquidation Rz 3.103, cf. M. Deubert / T. Taetzner, in Sonderbilanzen, § 11 KStG, Rz 433, cf. R. Stalbold, in Corporate Tax Act KStG, § 11, Rz 447.

[32] See B. Zuber, in Mössner/Oellerich/Valta, KStG commentary, § 11 Rz 167

[33] Cf. G. Crezelius, in Die GmbH in der Krise, Sanierung und Insolvenz, C Steuerrecht in der Liquidation Rz 3.107, cf. M. Deubert / T. Taetzner, in Sonderbilanzen, § 11 KStG, Rz 442, cf. R. Stalbold, in Corporate Tax Act KStG, § 11, Rz 65

[34] See G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.105, cf. R. Stalbold, in Corporate Tax Act KStG, § 11, Rz 69, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 22

[35] See BFH judgment v 12.4.2017 – I R 36/15 DStR, 2017, p. 2658, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 142, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 15

[36] Cf. R. Gehrmann, GmbH-Liquidation, p. 4, cf. M. Deubert / T. Taetzner, in special balance sheets, § 11 KStG, Rz 443

[37] Cf. R. Stalbold, in Corporate Tax Act KStG, § 11, paragraph 70, cf. M. Streck, in Corporate Tax Act: KStG, § 11, paragraph 15, cf. B. Zuber, in Mössner/Oellerich/Valta, KStG commentary, § 143

[38] See R. Gehrmann, GmbH-Liquidation, p. 4, cf. R. Stalbold, in Corporate Tax Act KStG, § 11, paragraph 66.

[39] Cf. G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.106, cf. Zuber, in Mössner/Oellerich/Valta, KStG-Kommentar, § 11 Rz 116, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 22

[40] Cf. R. Gehrmann, GmbH-Liquidation, p. 4, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 8

[41] Cf. G. Crezelius, in Die GmbH in der Krise, Sanierung und Insolvenz, C Steuerrecht in der Liquidation Rz 3.109, cf. M. Deubert / T. Taetzner, in Sonderbilanzen, § 11 KStG, Rz 469, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 12

[42] Cf. M. Deubert / T. Taetzner, in special balance sheets, § 11 KStG, Rz 467

[43] See BFH judgment v 21.04.1993 – XI R 50/90 BStBl 1993 II p. 696, cf.: G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.105, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 13

[44] Cf. G. Crezelius, in Die GmbH im Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.115, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 14

[45] Cf. G. Crezelius, in Die GmbH in der Krise, Sanierung und Insolvenz, C Steuerrecht im der Liquidation Rz 3.116, cf. M. Streck, in Corporate Tax Act: KStG, § 11, Rz 15