cooperation.law

Acting together binds us.

Association

The question

When is the association the right constitution for a community, including one that meets mainly online and whose members live in many countries?

In brief

The registered association (eingetragener Verein, e.V.) is the legal form for lasting groups with a non-commercial purpose. It is a legal person, liable with its own assets, and members can come and go without the association changing. Since 21 March 2023, Section 32(2) of the German Civil Code (BGB) expressly provides for hybrid and virtual general meetings. Members need not live in Germany; the association’s seat must be there.

The law

Non-commercial association. An association whose purpose is not directed at running a commercial business acquires legal capacity by entry in the register of associations at the local court (Section 21 BGB). Economic activity is not forbidden as long as it remains subordinate to the non-commercial purpose. An association that mainly runs a business belongs in another form, such as the cooperative or the GmbH.

Articles. The articles are the association’s constitution. They must state its purpose, name and seat and show that it is to be registered (Section 57 BGB). They should also cover joining and leaving, subscriptions, the composition of the board, and the calling and minuting of general meetings (Section 58 BGB). Many statutory rules apply only in so far as the articles say nothing else (Section 40 BGB). The articles are therefore where a community sets down how it works.

Formation and registration. An association should only be registered if it has at least seven members (Section 56 BGB). The board files the application with notarial certification (Section 77(1) BGB), which may also be done by video (Section 77(2) BGB). If membership later falls below three, the court withdraws legal capacity (Section 73 BGB).

Board. Every association must have a board (Vorstand). It represents the association in and out of court and has the position of a legal representative (Section 26(1) BGB). A board of several persons represents by majority (Section 26(2) BGB) unless the articles provide otherwise. The general meeting appoints the board (Section 27(1) BGB). The association is liable for damage its board members cause to third parties in the course of their duties (Section 31 BGB). Board members who serve unpaid or for modest remuneration are liable to the association only for intent and gross negligence (Section 31a BGB).

General meeting. Matters not assigned to the board or another organ are decided by the members in a meeting (Section 32(1) BGB). The subject must be stated when the meeting is called, and the majority of votes cast decides. Amending the articles requires three quarters (Section 33 BGB), as does dissolution (Section 41 BGB).

Liability. Only the association’s assets are liable to creditors, not those of its members. For an unregistered non-commercial association the rules on registered associations apply accordingly (Section 54(1) BGB), but anyone who enters into a transaction in its name is personally liable (Section 54(2) BGB). This is the most important practical reason to register.

Charitable status. This is a matter of tax law, not association law. An association that pursues exclusively and directly charitable purposes under its articles and in its actual conduct (Sections 51 et seq. Fiscal Code, AO) enjoys tax privileges and can issue donation receipts; its assets are then tied to those purposes. Where purposes are pursued abroad, Section 51(2) AO requires a domestic link: the activity must also benefit people resident in Germany or be capable of contributing to Germany’s standing abroad.

Online

Hybrid and virtual meetings. Whoever calls the general meeting may provide that members take part and exercise their rights by electronic communication without being present at the venue (hybrid meeting). For a meeting without any venue, the members must first have resolved that future meetings may be called in this way (virtual meeting). In both cases the notice must state how members exercise their rights electronically (Section 32(2) BGB). The articles may provide otherwise (Section 40 BGB). The same applies to meetings of a board of several persons, since Section 28 BGB refers to Section 32.

Resolutions without a meeting are valid if all members give their consent in text form (Section 32(3) BGB). That suits a small circle but hardly a large community, for which a virtual meeting is the better route.

The association as the legal form of international online communities. For a community that has come together online and pursues a non-commercial purpose, the association is often the obvious form. It separates the community’s assets from those of its members, copes with changing membership, and its basic rule is one vote per member. Neither members nor board members need German nationality or residence. Three things remain tied to Germany: the registered seat, the language used with the registry court and, for charitable status, the domestic link under Section 51(2) AO. Bilingual articles are possible; the German version is the one that counts for the register.

An international community lives by alternating between synchronous and asynchronous work. Motions, reports and debate can be prepared in writing over several days; the vote itself takes place in the meeting live online, at an hour that is reasonable for as many time zones as possible. The articles can provide for such procedures. How far they may allow votes to be cast before the meeting is not settled in every detail [prüfen]. On handling members’ data across borders, see Data and rights.

Cooperation within

Associations are mostly run by volunteers, often in different places and with little time. A board of several people is a collegial body: it needs a division of tasks, a rule for how it decides and a reliable rhythm. Between board and members the law of mandate applies, so the board owes information and accounts (Section 27(3) BGB). See Management as cooperation, Shareholders and management and Decisions and meetings.

In which phases

Limits of this account

This page covers the registered non-commercial association under German law. Charity law is mentioned only in outline.

As at 30 September 2026