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von Göler (Hrsg.) / / § 71

§ 71 Opening balance; rights and duties

(1) The liquidators are required to prepare a balance sheet (ʻopening balanceʼ) at the start of the liquidation and a report explaining the opening balance as well as to prepare annual financial statements and a management report at the end of each year.

(2) The shareholders pass a resolution to approve the opening balance and the annual financial statements as well as to discharge the liquidators. The provisions concerning the annual financial statements apply accordingly to the opening balance and to the explanatory report. However, assets are to be treated as current assets insofar as their sale is planned within a foreseeable period or these assets are no longer used for business operations; the same applies to the annual financial statements.

(3) The court may grant exemption from the need for an auditor to audit the annual financial statements and the management report if the company’s circumstances are so straightforward that an audit does not appear to be necessary in the creditors’ and shareholders’ interests. An appeal against this decision is permissible.

(4) In all other cases, the liquidators have the rights and duties of directors resulting from sections 37, 41, 43 (1), (2) and (4), and 49 (1) and (2) and from section 15b of the Insolvency Code (Insolvenzordnung).

(5) Business letters must indicate that the company is in liquidation; in all other cases, section 35a applies accordingly.

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