Disposal of the liquidation surplus

As a matter of principle, the liquidation surplus is distributed in accordance with the incorporation documents. At business corporations, it is divided among the shareholders.

The liquidation surplus is the net residual value of the legal entity’s assets after all claims have been satisfied. There is no liquidation surplus if the liquidation ends in the takeover or refusal of the liquidation estate by creditors.

If an association or foundation is being liquidated, the liquidator disposes of the liquidation surplus in accordance with the statutes or the foundation charter. If this is not possible, the liquidator offers the liquidation surplus to an association that pursues a similar purpose. If this is not possible either, the liquidator offers the liquidation surplus to the locally competent municipality and, if that yields no result, to the region. A municipality or region may only use these funds for the public benefit. However, the board of trustees of a foundation may, if it has compelling reasons to do so, decide that the liquidation surplus is to be offered preferentially to a municipality, a region or the state.

At business corporations, each shareholder is entitled to a share in the liquidation surplus. Unless otherwise stipulated by the articles of association or a shareholder agreement, these shares are paid in cash. The liquidation surplus is first distributed among the shareholders up to the amount to which their contributions have been paid up. If the liquidation surplus is not enough for this or if, conversely, there are funds left over after the surplus has been distributed, these funds are distributed to shareholders according to the size of their shares.

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