Ongoing losses and the struggle to generate cashflow meant the firm's ability to continue as a going concern should be questioned, auditors stated.
Last week GM posted a $30.9bn (£21.9bn) loss for 2008 and warned that 2009 was set to be "challenging". The firm, which plans to cut 47,000 jobs also said it might need another $22.6bn in government loans to survive.
It has already received $13.4bn in federal loans as it struggles in what analysts say is the worst vehicle sales market in 27 years.
GM said that its creditors had decided not to force the company to repay more than $6bn in loans following the auditor's warning, in order to let GM press the case for more government financial aid.
Shares in General Motors fell almost 15% in early New York trading.
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