Shareholders' resolution appointing or removing a GmbH managing director (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.
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.
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)
- Manager
- Managing director's date of birth
- Manager's address
- Decision: appointing, removing or replacing the managing director
- Date the appointment or removal takes effect
- Outgoing managing director removed in a replacement
- 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 appointing a new managing director of a German GmbH need a notary?
- No. The shareholders' resolution itself needs no form and passes by simple majority unless the articles say otherwise (§ 47(1) GmbHG). The notary comes in for the filing with the commercial register (§ 39 GmbHG, § 12 HGB): the notary drafts it, certifies the signatures and files it electronically, with the resolution and the acceptance attached. If your articles name the managing director, ask the notary beforehand whether the articles must be amended as well.
- Can the shareholders of a German GmbH pass a resolution by e-mail?
- Yes, since 1 January 2025: no meeting is needed if all shareholders agree in text form — by e-mail, for instance — to the resolution or to voting in text form (§ 48(2) GmbHG). A meeting by phone or video is possible if all agree in text form (§ 48(1) sentence 2 GmbHG). If your articles demand more, that still applies. For the register filing, the notary needs the signed document.
- Who can be managing director of a German GmbH, and when can one be removed?
- Only a natural person with full legal capacity can be managing director; someone convicted of, for instance, delaying insolvency or bankruptcy offences is barred for a period set by law (§ 6(2) GmbHG). The shareholders can remove a managing director at any time without cause unless the articles limit removal to good cause (§ 38 GmbHG). Removal ends only the office; a service contract runs on until it is terminated or ended by agreement.
- What must the new managing director of a German GmbH declare before the notary?
- In the register filing, the new managing director personally declares that nothing under § 6(2) GmbHG bars the appointment — such as a relevant conviction or a professional ban — and that they have been told of their unlimited duty to inform the register court (§ 39(3) GmbHG). That declaration is made in person before the notary; this document does not replace it. The acceptance at the end of the resolution shows that the office has been taken up.
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.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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