In the course of their development, many international associations and non-profit organisations from other EU countries consider moving their administrative headquarters to Germany. But what are the legal consequences of such a move?
Automatic application of German law
As soon as an association that is founded abroad and has legal capacity there moves its administrative headquarters to Germany, German law automatically applies according to the so-called domicile theory. This is protected under European law by the freedom of establishment (Art. 49 TFEU) and means in concrete terms:
Under German law, the association is initially granted the status of an unregistered association. This means that the association can continue to be active, but lacks the full recognition of a registered association.
How to get registered in the German register of associations
Many associations try to be registered in the German register of associations after the transfer of their registered office in order to benefit from the advantages of an e.V.. It is important to consider this:
First of all, the existing statutes of the association must be carefully reviewed and adapted to the mandatory provisions of German law. Typical adaptations often concern the provisions on the general meeting, the power of representation or the limitation of liability.
In contrast to the transfer of the registered office abroad, the registration is subject only to German law. The competent local court examines both the formal and the substantive requirements. However, according to EU law, Germany may not make registration more difficult for foreign EU associations if it is open to domestic associations.
Particularities of the change of legal form
While German corporations cannot simply convert into a registered association (Section 191 (2) UmwG), EU law requires equal treatment of foreign corporations. In concrete terms, this means that a foreign association cannot be directly „converted“ into an e.V., but can be newly founded and registered according to German regulations.
Are you planning to relocate your association to Germany? As an experienced lawyer for association law, I can support you in this:
– adapting articles of association and register entry
– structuring the relocation process
– solving complex cross-border legal issues
For customised advice, please contact us!
Gottschalk I Dr. Wetzel Rechtsanwälte Partnerschaftsgesellschaft mbB, T: +49 211 / 52850492;
info@rechtsanwaelte-gottschalk-wetzel.de
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