Lawyer for Associations and Organisations in Germany

There are virtually no limits to the purpose of an association in Germany. However, the formation of an association must comply with legal conditions, and it is advisable to seek legal advice to ensure compliance. Firstly, the minimum number of founding members must be observed, and the association must pursue a specifically formulated purpose. This primary purpose must not be of a commercial nature. Of course, some areas of the association’s work may be commercially orientated. This is the case, for example, with the payment of non-volunteer members and with the administration of membership fees. The primary purpose is also the primary difference to a (commercially orientated) company. Such an organisation is subject to its own foundation requirements.

Furthermore, a meaningful and, ideally, unmistakable name should be chosen, which must not be identical to other names for reasons of brand protection. It must also not be misleading and should, therefore, be selected according to the purpose. Moreover, formulating an association’s articles of association is carefully considered and legally relatively complex. Finally, the association’s board of directors must be elected at the founders’ meeting. Only then is an association lawfully established in Germany. No matter what stage you are at in the formation process – our lawyers for German association and organisation law will support you with their expertise.

The different types of associations also have practical effects, e.g., on formation requirements, tax assessment, and legal capacity. The German Civil Code (BGB) primarily distinguishes between commercial and non-commercial associations; see Sections 21 and 22 BGB. A distinction can also be made between non-profit, charitable and church associations. In Germany, a company under civil law (GbR), a non-profit entrepreneurial company (limited liability, gUG) or a limited liability company (GmbH) can also be created when an association is founded or changed.

However, the most common distinction is between a registered (e.V.) and an unregistered association. This involves considering having the association entered into the register of associations in Germany. Rights and obligations accompany registration, so it depends on whether registration is advantageous to the association. From a legal perspective, the main consequence of registration is the organisation’s appearance as an independent legal entity; as such, the association itself, and not just its members, has rights. It can open its bank accounts and take legal action in its name. In this case, liability is also limited to the association as a person and not to the board or the members.

An organisation and an association are subject to the same legal provisions. In legal terms, every association is also an organisation. The distinction is only made based on the members – an organisation has exclusively or at least predominantly legal entities as members. In contrast, an association has exclusively or predominantly natural persons as members. An umbrella organisation refers to the merger of individual organisations or associations that are thematically similar and pursue the same goals. Through an umbrella organisation, shared interests can be represented at a higher level – for example, at a state, national, European or global level – while individual associations are organised more regionally.

When founding an umbrella organisation, the exact requirements apply as when founding a simple association:

• The exact purpose must be defined.
• The association’s name must be chosen.
• The articles of association must be drawn up.

The members of the umbrella organisation are determined in the articles of association, whereby either the individual associations or the associations and the individual members of each association are usually named. However, individual regulations regarding membership of the umbrella organisation are also possible. Another unique feature of umbrella organisations is that they typically pass on specialist information and, therefore, also provide a certain amount of advice to the individual associations. If legal advice is to be provided in this context, the restrictions of the German Act on Out-of-Court Legal Services (RDG) must be observed.

Non-governmental organisations (NGOs) are independent, non-governmental, and usually internationally oriented organisations that do not pursue a profit motive. Therefore, they legally fall into the category of associations or organisations. An NGO can be established as an association, a foundation, a non-profit entrepreneurial company, or a non-profit limited liability company. Each of these forms has specific requirements and advantages.

NGOs should not be confused with NPOs, which are similar but different. Non-profit organisations are generally organised more regionally and may be publicly funded. While NGOs often represent political and social interests, this is not the case with NPOs.

With the new cannabis laws in Germany, it is now possible to set up cannabis social clubs. Most of these are structured as associations and are subject to the legal requirements for associations. A registered association (e.V.) form is recommended here so that you are optimally protected against any liability cases. Due to the enormous complexity and current dynamics, it is important to seek reliable legal advice. Our experts ensure that you are legally secure and can act in the best possible way. Of course, we will keep you updated with the latest developments in legislation and case law. Contact us today to find out more about our legal services.