Shareholders' resolution adopting a GmbH's annual accounts and using the profit (Germany)
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This document is in German
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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.
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
- Financial year
- 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)
- Net result (profit or loss)
- Vote result – financial statements
- Allocation of profit or cover of loss
- Vote result – allocation of profit
- Discharge of the managing directors
- Vote result – discharge
- Other resolutions of the meeting (no changes to the articles or the capital)
- 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
- By when must the shareholders of a German GmbH adopt the annual accounts?
- Within the first eight months of the following financial year; for a small company within the meaning of § 267(1) HGB, within eleven months (§ 42a(2) GmbHG). The articles cannot extend these deadlines. In the same resolution the shareholders decide how the result is used (§ 46 no. 1 GmbHG). If the managing directors have not yet drawn up and presented the accounts, there is nothing to adopt yet.
- Must the adopted annual accounts of a German GmbH be published?
- Yes. The managing directors send them for publication to the Company Register (Unternehmensregister) (§ 325 HGB); for financial years from 2022 this replaces the former filing with the Federal Gazette. This must happen within one year of the balance-sheet date at the latest (§ 325(1a) HGB); how much must be published depends on the company's size (§§ 326 and 327 HGB). The shareholders' resolution itself is an internal document and is kept with the company's records.
- What applies to profit distribution in a German UG (haftungsbeschränkt)?
- A UG must put a quarter of its annual net profit, less any loss carried forward from the previous year, into a statutory reserve (§ 5a(3) GmbHG). Only the rest is available for distribution. The reserve may be used only for a capital increase from company funds or to cover losses. Enter the transfer to the reserve expressly when deciding how the result is used.
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
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