Change of director and address of a German GmbH

Every change of GmbH director is filed with the commercial register (Handelsregister) together with the resolution on appointment or removal (§39 GmbHG). Directors are appointed and removed by the shareholders unless the articles provide otherwise (§46 GmbHG), and a director can be removed at any time (§38 GmbHG). The filing is made electronically with a signature certified by a notary (§12 HGB). A new business address in Germany is also filed with the register (§31 HGB), while moving the seat to another town is an amendment of the articles: a 3/4 majority resolution in notarial form that takes effect only once registered (§53, §54 GmbHG).

Change of director

The new director may be a shareholder or an outside person of any nationality and residence. In the filing, the new director declares that no disqualification under §6(2) GmbHG applies and that he or she has been informed of the duty to provide information to the court. The instruction may be given by a notary, including a foreign one, or by a consular officer. A German notary certifies the signature on the filing, either in person or by video if the signatory holds a German electronic ID or an EU/EEA electronic ID at level "high" (§40a, §16c BeurkG).

Documents for a change of director

• a current Handelsregister extract and the articles of association;
• the shareholder resolution on appointment or removal (or the director's resignation);
• the new director's passport and disqualification declaration;
• the register filing with a notarially certified signature;
• for documents from Ukraine, an apostille and a German translation.

After registration, the bank signatories are updated, the Finanzamt is notified and the Transparenzregister entry is checked for changes. A directorship gives no right to live or work in Germany; that requires a separate residence permit.

Change of address

A new business address within the same town is filed with the register (§31 HGB); the articles normally stay unchanged. If the company moves to another town, the seat named in the articles changes. The shareholders resolve by a 3/4 majority, the notary records the resolution, and the change takes effect only once registered (§53, §54 GmbHG). A unanimous resolution can also be recorded by video (§53(3) GmbHG). Moving to another municipality also changes the Gewerbeanmeldung and may change the trade tax multiplier.

Change of shareholder and share transfer

An assignment of GmbH shares requires a notarised agreement (§15(3) GmbHG). The notary involved in the transaction signs and files the new shareholder list once the transfer takes effect (§40(2) GmbHG). The articles may restrict transfers, for example by requiring the company's consent (§15(5) GmbHG), so we check them before signing. The new beneficial owner is entered in the Transparenzregister, which the company must keep up to date (§20 GwG).

Amending the articles and the company name

A new name, business purpose, capital or other provisions of the articles are changed by a shareholder resolution with a 3/4 majority in notarial form. The full text of the articles with the notary's certificate is filed with the register; the amendment takes effect on registration (§53, §54 GmbHG).

How we work

1. You send the company name and its Handelsregister number and tell us what needs to change.
2. We check the extract, the articles and the shareholder list: who decides, whether share transfers are restricted; we send the list of documents.
3. We prepare resolutions, declarations, powers of attorney and translations, and obtain apostilled documents in Ukraine.
4. We agree the signing format and the register filing with a German notary.
5. We check the new entry and list who else must be notified: the bank, Finanzamt, municipality, Transparenzregister, accountant.

General information on German companies is on company registration in Germany.

Sources

• GmbHG §38, §39, §46, §6, §15, §40, §53, §54
• HGB §12, §31; BeurkG §40a, §16c
• GwG §20 (Transparenzregister)

Checked on 9 October 2026.