Reducing bureaucracy for associations and foundations

The Bundestag passed the Bureaucracy Reduction Act IV on 26.09.2024. Amendments to the German Civil Code (BGB), which, according to the legal situation, have a more digitalization-friendly impact on association and foundation practice than before, which should contribute to reducing bureaucracy, have now also been implemented.

Circular resolutions for association and foundation bodies and approvals of changes to association purposes will also be possible in text form in future

According to the future legal regulation in Section 32 para. 3 BGB and in Section 33 para. 1 sentence 2 BGB, circular resolutions and approvals for changes to the purpose of the association should also be possible in text form, subject to other regulations in the association or foundation statutes. On the basis of the statutory provisions, the 'pen and paper' form is then no longer necessary.

Effects

Via Section 28 BGB and Section 84b sentence 1 BGB, the legal simplification of the form for circular resolutions not only affects the general meeting of an association, but also circular resolutions of other association or foundation bodies. Unless otherwise stipulated in the articles of association, they can also be passed by email, for example. In future, it will also be possible for association members who do not attend the relevant general meeting to give their consent to a change in the association's purpose in text form, unless the respective articles of association stipulate otherwise.

Are regulations in the articles of association still useful or necessary?

However, the statutory unanimity requirements for this - all members of the association or the respective association or foundation body must be involved in circular resolutions and must also all agree (the same applies to the approval of changes to the association's purpose) - have not been changed. In order to create any desired simplifications with regard to these approval hurdles, this must continue to be regulated in the respective articles of association. Against this background, regulations in the articles of association will continue to be necessary even after the Bureaucracy Reduction Act IV comes into force if this is to be achieved.

Still to be dealt with in the Bundesrat

Before the law can come into force, it still has to be approved by the Bundesrat. This has not yet happened. The current plan is for these regulations to come into force on 01.01.2025.

Status: 30.09.2024