How to Add or Remove a Director of Your GmbH or UG in Germany

To add or remove a director of a GmbH or UG in Germany you need a shareholders’ resolution, a notarised Commercial Register application and a follow-up across banks and your Site notice (Impressum). The managing director (in German: “Geschäftsführer”) is the legal representative of the company, so any change must be visible in the Commercial Register before it can be enforced against third parties. This guide explains the procedure end to end and shows how GmbH-UG.com takes the paperwork off your desk.

When You Need to Add or Remove a Director in Germany

You need to add or remove a director in Germany whenever the persons authorised to represent the company change. In order to remove a managing director and/or appoint a new managing director, the shareholders must first pass a formal resolution to that effect. The new managing director will then sign the application for entry in the Commercial Register.

Typical situations:

• Appointing a co-director to share signing authority or to become more flexible.
• Removing a leaving director after a sale, internal reorganisation or retirement.
• Replacing the sole managing director.
• Switching from sole representation to joint representation (or vice versa).
• Granting or revoking the release from the self-dealing prohibition (in German: “Befreiung von Selbstkontrahierungsverbot, § 181 BGB”).

The Step-by-Step Procedure to Add or Remove a Director in a German GmbH or UG company

The procedure to add or remove a director of a GmbH or UG follows four steps. The good news is that the shareholders’ resolution itself does not have to be notarised, only the Commercial Register application.

Identity Checks, Banks and the Transparency Register

When you add or remove a director, several downstream checks are triggered. Banks and many institutions are required to identify the new director.

Bank Identification of the New Director

Banks usually require a personal identification of every new managing director, typically via VideoIdent or a branch visit, plus an updated Commercial Register extract. Plan for this in advance, especially if the new director is based abroad. Some banks freeze online-banking access for the company until the new director is fully onboarded.

Transparency Register Update

Normally, the entry in the Transparency Register does not need to be amended when there is a change of managing director, as it is the beneficial owners who must be entered in the Transparency Register. There is, however, one exception: the fictitious beneficial owner.

Under § 3 (2) GeldwG, if no natural person ultimately controls more than 25 percent of the shares or voting rights of a GmbH or UG company, the managing director is registered as the so-called “fictitious beneficial owner” (in German: “fiktiver wirtschaftlich Berechtigter”) in the Transparency Register. If the outgoing managing director was registered as fictitious beneficial owner, the entry must be updated to the new director. Missing this update can trigger administrative fines.

Change of Residential City of the Managing Director

It is easy to forget, but the Commercial Register must always be notified when the residential city of a managing director changes, even if everything else stays the same. The change is filed by the managing director with a notarised signature. GmbH-UG.com handles this minor but mandatory update for you.

After the Director Change: What You Must Update

Once the new director is entered in the Commercial Register, you must propagate the change everywhere the previous director appears.

• Site notice / Impressum on every website (§ 5 TMG): replace the old director name with the new one.
• Business letters and invoices: § 35a GmbHG requires the names of all managing directors.
• Bank accounts and payment providers: onboard the new director, off-board the old one.
• Tax office and customs (EORI): notify the change of legal representative.
• Insurance policies: especially D&O cover and key-person policies.
• Internal documents: signing matrix, contracts, powers of attorney, payroll and HR records.

Special Case: Corporate Shareholders and Foreign Companies

If a shareholder of the GmbH or UG appointing the new director is itself a company, the notary expects a current proof of existence and a proof of representation for that shareholder. GmbH-UG.com gladly procures and prepares these documents for you.

If the corporate shareholder is a foreign company, the documents must be presented in the original, carry an apostille (or full legalisation for non-Hague-Convention countries) and come with a certified German translation. Plan an additional 1 to 3 weeks for this step.

How to Save on Notary Costs When Adding or Removing a Director

You can save on notary costs when you add or remove a director by drafting the shareholders’ resolution and the Commercial Register application before the notary appointment. With GmbH-UG.com you receive the full document set ready for signature, the notary only certifies the signature, and the fee remains lower.

How Long Does It Take to Add or Remove a Director in Germany?

A typical director change in Germany takes 1 to 4 weeks from instruction to Commercial Register entry: a few days to draft the documents, 1 to 2 weeks to schedule the notary appointment, and 1 to 3 weeks for the Commercial Register to process the filing. Foreign documents add 2 to 4 weeks for apostille and certified translation.

Why Work With GmbH-UG.com on Your Director Change

The simplest and fastest route to a clean director change is to delegate the paperwork. With GmbH-UG.com you get a single point of contact who:

• drafts the shareholders’ resolution and the § 6 GmbHG declaration,
• prepares the Commercial Register application,
• coordinates the notary appointment in your area (or remotely),
• updates the Transparency Register where the fictitious beneficial owner changes,
• guides you through bank onboarding, Impressum and EORI updates,
• supports foreign shareholders and foreign directors with apostille and certified translation logistics.

The content of these blog articles has been prepared with the utmost care. However, we cannot guarantee the accuracy, completeness, correctness, quality, or timeliness of the content. Any claims against the author for damages caused by the use of the information provided are generally excluded. The articles do not replace legal and/or tax advice.