Founding a registered association (eingetragener Verein, or e.V.) is a commonly used legal form in Germany for engaging collectively in charitable, social, or cultural activities. However, numerous legal and formal requirements must be observed. This article provides a practical short overview of the key steps and obligations involved in establishing and managing a registered association, based on the provisions of the German Civil Code (BGB) and tax regulations.
1. Requirements for Founding an Association
According to § 56 BGB, founding a registered association requires at least seven members, who should generally be of legal age and capable of acting on their own behalf. If a legal entity is represented during the founding process, § 181 BGB must be observed – representatives may only act on behalf of themselves and the entity simultaneously if they are exempted from the self-dealing prohibition.
2. Articles of Association as the “Constitution” of the Association
The Satzung (articles of association) is the association’s central governing document and must include specific content under §§ 57 and 58 BGB:
- Name and registered office of the association
- Purpose of the association
- Statement on registration in the register of associations
- Provisions for membership changes (admission and resignation)
- Membership dues
- Formation and term of the executive board
- Procedures for calling and making decisions in general meetings
- Requirements for recording minutes by the chair or a recording secretary
Missing or incomplete provisions typically result in the registration court rejecting the application (§ 60 BGB). In the event of amendments, the full revised version of the Satzung must be submitted (§ 71 BGB).
3. Founding Documentation
The founding must be recorded in a founding protocol, which documents both the adoption of the articles and the election of the executive board (§ 59 para. 2 BGB). The articles must be dated and signed by at least seven founding members (§ 59 para. 3 BGB).
4. Charitable Status – Preliminary Consultation with the Tax Office
If charitable status is sought (§§ 51 et seq. AO), a preliminary consultation with the local tax authority is recommended before founding. This is done via an informal request including a draft of the Satzung. After founding, formal recognition of charitable status can be applied for at the tax office (§ 60a AO).
5. Registration in the Register of Associations
The application for registration must be submitted by the executive board in a legally authorized capacity (§ 77 BGB) and requires notarized signatures. The following must be attached:
- Copy of the articles of association
- Founding protocol (including the board election)
The application can be submitted by a single board member with sole representation authority.
6. Obligation to Report Changes
The following changes must be reported to the register of associations:
- Change of executive board (§ 67 BGB): submit the meeting protocol; re-elections may be reported informally.
- Amendments to the articles (§ 71 BGB): submit the resolution protocol and the fully revised version of the Satzung.
Notarized signatures are also required here.
7. Requirements for General Meeting Minutes
Legally compliant minutes of general meetings must include:
- Association name, location, and date
- Chair of the meeting and minute-taker
- Number of members present
- Proper convening of the meeting
- Agenda (as announced in the invitation)
- Confirmation of quorum
- Texts of resolutions and voting results
- Personal details of those elected (name, date of birth, place of residence)
- Full wording of amended articles (in case of amendments)
The minutes must be signed in accordance with the Satzung.
8. Obligation for Prompt Registration
The executive board must promptly file any applications to the register of associations. Failure to do so may result in fines imposed by the registration court (§ 77 BGB). Submissions can generally be made in paper form, although some federal states (Bundesländer) accept electronic filing (§ 14 FamFG).
Conclusion: Legal Certainty Through Diligence and Advice
Founding and managing a registered association involves numerous formal and legal obligations. Careful drafting of the articles, accurate documentation of internal proceedings, and timely registration of changes form the foundation of a legally secure association structure.
Particularly if charitable status is desired, early alignment with the applicable legal framework is essential.
Disclaimer: This text does not claim to be exhaustive and does not constitute legal advice. Legal advice is provided only on a case-by-case basis after examining the specific circumstances from a legal perspective.
If you need legal advice, feel free to contact your Hamburg-based law firm BALIN LEGAL at info@balin-legal.de.
