Whether as a sports club, cultural initiative or non-profit organisation – in Germany the founding an association is one of the most popular ways to pursue common interests, implement projects or achieve social goals. A distinction is made between unregistered and registered associations (in the register of associations). If the association’s goals are to be pursued on a long-term basis, a registered association (e.V.) is usually the preferred option. Association law provides for a clearly defined establishment process involving a notary.

1. Requirements for establishing an association

The requirements for establishing an association are laid down in §§ 21ff. BGB. The following criteria must be met:

• Minimum of seven founding members: In order to found an association, at least seven persons (natural or legal persons) must establish the association. The founding members must first agree on the association’s objectives and structure in order to lay the foundation for the association’s establishment. Once the e.V. has been founded, only three members are required.

• Purpose of the association and articles of association: An association must pursue a legally permissible purpose. Furthermore, the purpose of the association should not be exclusively commercial in nature, but rather focused on charitable, cultural, sporting or social goals. This purpose is to be set out in the association’s articles of association. The statutes also specify the name of the association, its registered office and the rights and obligations of its members. In addition, the statutes standardise the structure of the association. This includes, among other things, regulations on the organs of the association (executive committee, general meeting), membership fees, elections and the dissolution of the association. 

Note on the association’s name: The association’s name must not be misleading and must be distinguishable from other association names. Furthermore, it should not infringe on the trademark rights of third parties.

• Entry in the register of associations: Finally, the association must be entered in the register of associations (“Vereinsregister”) in order to have legal capacity. Once entered, the association has its own legal personality and can therefore sue and be sued in court. A registered association (e.V.) is also entitled to accept donations and benefit from tax advantages, provided it is a non-profit organisation. Non-profit status is granted by the tax office if the relevant requirements are met.

2. Step-by-step start-up process

Step 1: Founding meeting

The start-up process begins with a founding meeting at which the (at least seven) founding members adopt the association’s statutes. The contents of an association’s statutes can vary greatly depending on the purpose of the association. It is advisable to obtain a model set of statutes tailored to the purpose of the association from the relevant professional association. If this is not possible, a notary may also draw up a draft statute. If the association is to be granted non-profit status at a later date, it is also advisable to submit the draft statutes to the tax office before the founding meeting and to clarify that subsequent recognition as a non-profit organisation is likely.  

Step 2: Election of the executive committee

The executive board of the e.V. must be elected at the founding meeting. The association’s executive board manages the association and represents it externally. It is responsible for implementing the association’s objectives and managing its business. As a rule, the executive board consists of a chairperson, a deputy chairperson and a treasurer. However, it is possible to deviate from this composition of the executive board.

Step 3: Signing and founding protocol 

No notarial certification is required to found an association. However, the statutes must be signed by the founding members in accordance with the requirements of association law (in particular § 21 BGB). In addition, minutes must be taken of the founding meeting. A number of formalities must be observed for this. To avoid formal errors, it is advisable to use a standard template for drafting the minutes. 

Step 4: Registration with the register of associations

The next step in the process of founding an association is to register the association with the relevant register of associations. To this end, the notary drafts a registration form, which must be signed by the executive board and publicly certified by the notary. The application is submitted to the local court (“Amtsgericht”) responsible for the newly founded association together with the statutes signed by the founding members, the founding minutes (original) and an attendance list of the founding meeting. The court will check the requirements for the registration, in particular the legality of the statutes, and enters the association in the register of associations. After successful registration, the association must use the suffix ‘e.V.’ and has legal capacity.

Step 5: Non-profit status

If the association pursues charitable purposes, it can apply to the tax office for recognition as a non-profit organisation. This is relevant for tax advantages such as exemption from corporation tax and the possibility of issuing donation receipts. In order to be recognised as a non-profit organisation, the association must have statutes that meet certain requirements of the German Fiscal Code (AO). However, non-profit status can be revoked if the requirements are not met.

Conclusion: Founding an association with legal support

Founding an association is a structured process. The most important prerequisite is a clearly defined purpose for the association and proper statutes. For a successful founding process, it is also advisable to comply with the formalities of the founding meeting and to arrange for the notarised registration of the association in the register of associations. If the association is to obtain non-profit status, it is also advisable to submit the association’s statutes to the responsible tax office before the founding meeting. 

Useful links (in German):

Register portal for the register of associations can be found under the ‘Joint Register Portal of the Federal States’: https://www.handelsregister.de

Sample and guide to association law from the Federal Ministry of Justice: https://www.bmj.de/SharedDocs/Publikationen/DE/Broschueren/Leitfaden_Vereinsrecht.html

Website ‘Verein gründen leicht gemacht’ (Starting an association made easy) from the Federal Chamber of Notaries: https://verein-gruenden.notar.de/