Shareholder resolution: How to make decisions for your GmbH or UG

What is a shareholder resolution?

A shareholder resolution 💬Gesellschafterbeschluss is the formal approval given by the shareholders when important or unusual company decisions must be made. In a GmbH, the managing director must obtain this approval before taking any extraordinary measures — actions that are significant, unusual, risky or outside normal business operations.

Because there is no exact legal definition of what qualifies as an extraordinary measure, the managing director should request a shareholder resolution whenever there is uncertainty about the scope or significance of the decision.

Shareholder resolutions can only be passed during a shareholder meeting, which may take place in person or remotely (in written or electronic form). A resolution becomes valid when a majority of shareholders vote in favour of it.

When does a GmbH require a shareholder resolution?

A shareholder resolution is required whenever shareholders must formally approve key decisions in a GmbH. The following situations always require a shareholder resolution:

• Appointment, dismissal and discharge of managing directors
• Oversight and review of management actions
• Conclusion, amendment or termination of managing director employment contracts
• Appointment and review of authorised signatories and agents
• Calling in outstanding contributions from shareholders
• Decisions on collecting or reimbursing additional contributions
• Adoption of the annual financial statements
• Preparation, approval or disclosure of annual financial statements
• Approval of consolidated annual accounts for corporate groups
• Decisions on profit distribution
• Amendments to the articles of association
• Capital increases and reductions
• Reorganisation measures under transformation law
• Conclusion, amendment or termination of major contracts
• Regulation or transfer of company shares
• Dissolution and liquidation of the GmbH

Additional requirements for shareholder resolutions may also be set out in the company’s articles of association. Many GmbHs include a customised list of decisions that must be approved by the shareholders to ensure clarity and control over key business matters.

Shareholder meeting

As a rule, shareholder resolutions must be passed during a shareholder meeting. Every GmbH must hold an annual general meeting, and many companies also schedule additional meetings throughout the year. These meetings allow shareholders to discuss important matters and ensure that minority shareholders have a fair opportunity to express their views.

Extraordinary meetings can be held at any time if urgent decisions are required.

Can a company pass a shareholder resolution outside a meeting?

Not every resolution requires a formal meeting. Routine, non-controversial resolutions may be passed without convening a shareholder meeting, but this option must be used carefully due to the protective function that meetings serve for minority shareholders.

For resolutions to be passed outside a meeting, the following conditions typically apply:

• The articles of association must permit written resolutions.
• All shareholders — including those without voting rights — must agree to the procedure.
• It must be clear in advance who may initiate a written vote.
• A time limit for casting votes and objections must be set (usually at least one week).
• The exact format of the vote must be specified (e.g., original signature, email, fax).
• Rules for how to handle a non-responding shareholder must be defined.

What if the articles do not regulate written resolutions?

If the articles of association do not contain special rules, statutory law allows resolutions to be passed in writing or in text form.

If the vote is taken in writing, a scanned or faxed signature is usually not valid; an original, signed hard copy must be submitted. If the vote is taken in text form, a simple email or fax is sufficient, as long as the intention of the vote is clearly expressed.

How to pass a resolution at a shareholder meeting of a GmbH

The process for passing a resolution at a shareholder meeting follows a formal procedure that ensures all shareholders are properly informed and able to participate.

Invitation to the meeting

Shareholders must receive an official invitation at least one week before the meeting, usually sent by registered mail. The invitation must include:

• The name of the person convening the meeting (typically the managing director)
• The time and place of the meeting
• The agenda, if provided — it must be complete and accurate

Establishing a quorum

At the beginning of the meeting, it must be determined whether a quorum is present. Without a quorum, no resolutions can be passed. A quorum is not met, for example, if some shareholders did not receive a valid invitation.

Resolutions may only be passed without a formal invitation if all shareholders are present and unanimously agree to waive the formal invitation procedure.

If the meeting has been properly convened, it remains quorate even if not all shareholders attend. However, the meeting must still meet the minimum participation requirements defined in the articles of association.

Voting procedure and majority rule

The majority required to pass a shareholder resolution is normally defined in the articles of association. If no special rules are stated there, a simple majority usually applies.

However, some decisions are so significant that they require a three-quarters majority. These include:

• Amending the shareholders’ agreement
• Increasing or reducing share capital
• Changing the company’s legal form
• Mergers or acquisitions
• Excluding one or more shareholders
• Dissolving the company
• Passing a continuation resolution

A shareholder resolution becomes effective once the vote is completed. Certain decisions — such as a merger or a change of legal form—also require notarisation before they can take legal effect.

Taking minutes at the shareholder meeting

When minutes are taken at a shareholder meeting, all shareholders present must sign to confirm that the record is accurate. Signed minutes provide legal certainty and help prevent later disputes about what was decided.

If a shareholder believes the minutes contain an error, they must notify the managing director in writing immediately. Objections must be raised within one month of receiving the minutes. The managing director must then ensure that corrected or supplemented minutes are sent to all shareholders.

Special rules for one-person GmbHs

In a one-person GmbH, only one person holds all shares. As a result, the sole shareholder does not need to issue an invitation to themselves. Their presence alone is enough to constitute a valid meeting and quorum.

By law, the sole shareholder must document every decision they make. Even if formal minutes are not kept, the decision remains legally valid.

Any written minutes must be kept in duplicate — one copy for the company and one for advisory or record-keeping purposes. All pages should be numbered so that the sequence and completeness of the minutes can be confirmed at any time.

Shareholder resolution template

Using a shareholder resolution template can save significant time and help ensure a consistent and legally compliant format. A ready-made PDF template is especially useful, as it allows you to fill in fields directly without altering the layout.

The template should include the following key elements:

• Subject line: “Shareholders’ resolution of [company name] GmbH”
• Place and date
• List of shareholders present
• Commercial register information (HRB number)
• List of resolutions to be passed
• Signature fields for all shareholders

Many free templates are available online. When choosing one, make sure it comes from a trustworthy source, such as an accounting software provider, a law firm or a public authority like a chamber of commerce.

Tip: Choose a clean, simple design with clear and readable text. Make sure it can be printed easily in black and white to keep printing costs low.