Shareholders' resolution to dissolve a GmbH and appoint liquidators (Germany)
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This document is in German
The PDF you download is in German — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
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.
What you fill in
The details the document asks for.
- Company name
- Company's seat (the municipality named in the articles)
- Company's trade register number
- The partners and the shares each holds (at a meeting: present or represented)
- How the resolution is passed (meeting, video, in text form without a meeting, or sole shareholder)
- Date the company is dissolved
- Liquidator
- Liquidator's date of birth
- Liquidator's address
- Liquidator's power of representation (alone or jointly)
- Who keeps the books after the liquidation (name and address)
- Result of the vote
- City
- Date
- Chair
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- Does a resolution to dissolve a German GmbH need a notary?
- Not the resolution itself: it needs three quarters of the votes cast unless the articles say otherwise, but no notarial form (§ 60(1) no. 2 GmbHG). Since 2025 it can also be passed without a meeting in text form (§ 48(2) GmbHG). The dissolution and the liquidators are then filed with the commercial register through a notary (§ 12 HGB); each liquidator personally declares in that filing that nothing bars the appointment.
- Who becomes liquidator of a German GmbH if the shareholders name no one?
- Then the existing managing directors carry out the liquidation (§ 66(1) GmbHG). This resolution names the liquidator expressly and says whether the liquidator represents the company alone or only together with another liquidator — the register court enters both. The liquidator winds up current business, collects claims, pays the creditors and signs for the company with the addition 'in Liquidation'.
- How long does the liquidation of a German GmbH take?
- At least a year. The liquidator announces the dissolution once in the Federal Gazette (Bundesanzeiger) and calls on creditors to come forward (§ 65(2) GmbHG). From then the blocking year runs: assets may be distributed to the shareholders only after it ends and once the debts are paid or secured (§ 73 GmbHG). Then come the final accounts, the deletion filed through the notary, closing the trade registration at the Gewerbeamt and keeping the books for ten years (§ 74(2) GmbHG).
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
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