Company resolutions, invoices and business contracts in Germany
A GmbH or UG (haftungsbeschränkt) needs a notary to be formed (§ 2 GmbHG), to change its articles (§ 53 GmbHG) and for every filing with the commercial register (§ 12 HGB). Resolutions on the managing directors, the annual accounts or dissolution need no notary, and they can be passed without a meeting, even by email, if every shareholder agrees in text form to the resolution or to voting that way (§ 48(2) GmbHG). The resolution appointing or removing a managing director then goes to a notary, who files the change. The shareholders adopt the annual accounts within eight months of the year end, or eleven for a small company. Dissolution takes three quarters of the votes cast unless the articles say otherwise, and the call to creditors in the Federal Gazette starts a blocking year in which nothing may be paid out to the shareholders.
An invoice with VAT must carry everything § 14(4) of the VAT Act (UStG) lists. A small business (Kleinunternehmer) with turnover of at most €25,000 last year and €100,000 this year charges no VAT, and its invoice states the exemption under § 19 UStG; up to €250 a small-amount invoice is enough. Between businesses in Germany, e-invoices become compulsory from 1 January 2027 above €800,000 prior-year turnover and from 1 January 2028 for all; until then a PDF needs the recipient's consent. Small businesses and small amounts stay exempt. A business customer is in default at the latest 30 days after the due date and receipt of the invoice, without a reminder, and owes interest at nine points above the base rate plus a €40 flat fee (§§ 286, 288 BGB). The payment reminder to a business customer works out the figures.
A service contract owes careful work; a contract for work owes a result, paid on acceptance, and the work counts as accepted if the client lets a reasonable deadline set after completion pass without naming a defect (§ 640(2) BGB). For a freelance contract, the way the work is actually done decides whether it is employment, not the label (§ 7(1) SGB IV), and the German pension insurance (Deutsche Rentenversicherung Bund) rules on status on application. A mutual NDA is one of the reasonable measures without which information is not a protected trade secret. A GbR partnership agreement needs no form; only registering the partnership involves a notary. The documents are in German, and each document's page describes it in English.
The documents
13 forms available to fill out or download.
Shareholders' resolution adopting a GmbH's annual accounts and using the profit (Germany)
A resolution or minutes of the shareholders' meeting of a German GmbH or UG (haftungsbeschränkt) adopting the annual accounts, deciding how the result is used — distribution, carry-forward, reserves, with the statutory reserve of a UG — and on the managing directors' discharge, with the vote on each item. For a meeting, a video meeting, a resolution in text form without a meeting and a sole shareholder. The answers below explain the eight- or eleven-month deadline (§ 42a(2) of the German Limited Companies Act, GmbHG) and publication. In German.
GbR partnership agreement (Germany)
The partnership agreement for a German civil-law partnership (Gesellschaft bürgerlichen Rechts, GbR) under the law in force since 1 January 2024 (§§ 705 ff. of the German Civil Code, BGB, as reformed by the MoPeG), for two or three freelancers, self-employed people or a small team: name and seat, whether the GbR is entered in the partnership register as an eGbR, purpose, contributions and shares, management and representation, resolutions, profit and loss, notice, leaving, a partner's death, settlement and dissolution. No notary is needed for the agreement itself. In German.
Shareholders' resolution to dissolve a GmbH and appoint liquidators (Germany)
The resolution by which the shareholders of a German GmbH or UG (haftungsbeschränkt) dissolve the company and name the liquidator, with the liquidator's power of representation and acceptance, the call to creditors, the one-year blocking period and who keeps the books. Three quarters of the votes cast, no notarial form (§ 60(1) no. 2 of the German Limited Companies Act, GmbHG); a meeting, a video meeting or a resolution in text form without a meeting. A notary then files it with the commercial register. In German.
Mutual non-disclosure agreement (Germany)
A mutual NDA under German law for two businesses or freelancers who exchange confidential information before working together: the purpose, what is and is not confidential, sharing only with staff and advisers, an express ban on reverse engineering the samples and prototypes handed over (§ 3(1) no. 2 of the German Trade Secrets Act, GeschGehG), return and deletion, duration, and a contractual penalty of your choice — set at the injured party's reasonable discretion subject to the court, a fixed sum, or none. Signing it also counts as a reasonable secrecy measure under the Act. In German.
Call to creditors after a GmbH is dissolved — text for the Federal Gazette (Germany)
The text with which the liquidators of a dissolved German GmbH or UG (haftungsbeschränkt) announce the dissolution and call on creditors to come forward (§ 65(2) of the German Limited Companies Act, GmbHG): the company name with 'in Liquidation', its seat, register court and number, business address and the date of dissolution. Publication in the Federal Gazette (Bundesanzeiger) starts the blocking year, before which nothing may be distributed to the shareholders (§ 73 GmbHG). In German.
Service contract between businesses — Dienstvertrag (Germany)
A contract between two businesses in Germany for ongoing or one-off services — consulting, IT support, marketing, bookkeeping, agency work — where the provider owes careful performance rather than a particular result (a Dienstvertrag under §§ 611 ff. of the German Civil Code, BGB). It covers the scope and what lies outside it, independent performance, term and notice, the fee with a payment deadline and the statutory consequences of late payment, re-performance, confidentiality, a data processing agreement under Art. 28 GDPR, rights in work results and a liability cap. In German.
Contract for work between businesses — Werkvertrag (Germany)
A contract between two businesses in Germany for a defined result — software, a website, an expert report, a concept, a repair or an installation — that the contractor answers for (a Werkvertrag under §§ 631 ff. of the German Civil Code, BGB). It includes the specification and agreed quality, a completion date, an acceptance procedure with the deadline of § 640(2) BGB, the fee falling due on acceptance, rights for defects, termination, usage rights in the work, confidentiality and a liability cap. Not for construction contracts, nor for making movable goods, which sales law governs. In German.
Payment reminder and dunning letter to a business customer (Germany)
A letter to another business that has not paid an invoice — as a friendly payment reminder or as the final demand before a court payment order. It names the invoice, the due date and the day default began (at the latest 30 days after the due date and receipt, § 286(3) of the German Civil Code, BGB), calculates default interest at nine points above the base rate, claims the €40 flat fee (§ 288(2) and (5) BGB) and sets a deadline. Laid out as a German business letter (DIN 5008), in German. Consumers as debtors have a separate demand letter.
Small-amount invoice up to €250 (Germany)
A template for invoices up to €250 including VAT, with the simplified particulars of § 33 of the German VAT Implementing Ordinance (UStDV): the supplier's name and address, the date of issue, the quantity and type of goods or services, the total including tax and the tax rate — the customer, an invoice number and the tax number are not required. Small-amount invoices are permanently exempt from the e-invoice duty and may still be issued on paper or in another electronic form, such as a PDF. In German.
Invoice with VAT under § 14 UStG (Germany)
An invoice template with every particular § 14(4) of the German VAT Act (UStG) requires: both parties' names and addresses, tax number or VAT ID, invoice number and date, time of supply, quantity and type of goods or services, net amount, rate, tax and gross amount, plus payment terms and the default notice. On e-invoicing: between businesses in Germany a PDF is enough only until the end of 2026 (with the recipient's consent), and until the end of 2027 at up to €800,000 prior-year turnover; then an e-invoice is compulsory. To consumers a PDF stays allowed. In German.
Freelance contract with grant of usage rights (Germany)
A contract between a business and a self-employed freelancer in Germany — in design, copywriting, programming, consulting or media, for example — granting usage rights in the work results under the German Copyright Act (UrhG). It describes genuinely independent work, without instructions on time, place and method and without integration into the client's organisation, and covers the fee, the small-business VAT rule, the artists' social levy, confidentiality and termination. It states the risk of disguised employment plainly: the facts decide, not the label (§ 7(1) SGB IV). With a choice on the status determination under § 7a SGB IV. In German.
Invoice for a small business under § 19 UStG (Germany)
An invoice template for small businesses that charge no VAT, with the note on the small-business exemption under § 19 of the German VAT Act (UStG) that § 34a UStDV has required since 2025: both parties' names and addresses, tax number or VAT ID, date, invoice number, the goods or services and the total, plus payment terms and the default notice. A small business has turnover of at most €25,000 last year and at most €100,000 this year; in the year it starts trading the limit is €25,000. It may keep issuing paper and PDF invoices for good, but must still be able to receive e-invoices. In German.
Shareholders' resolution appointing or removing a GmbH managing director (Germany)
A shareholders' resolution of a German GmbH or UG (haftungsbeschränkt) appointing, removing or replacing a managing director (Geschäftsführer), with the new director's acceptance. For a shareholders' meeting, a video or phone meeting, a resolution in text form without a meeting (§ 48(2) of the German Limited Companies Act, GmbHG, since 2025) and a sole shareholder. The resolution needs no notary; a notary then files the change with the commercial register — the answers below explain what is needed. In German.