Does the mandate for registration in the association register necessarily have to be mentioned in paragraph 1 of the statutes?
Good day,
In December, friends and I founded an association. However, we have received a letter from the district court in which the registrar there rejects the registration and points out the following issues:
1) The articles of association lack a specific provision in § 1 stating that the association should be registered in the register.
2) The first and second chairman were mistakenly switched during the registration by the notary. Typo?
3) The sentence "The member affected by the exclusion is not allowed to be represented by a lawyer" is considered invalid.
Now, here are my questions:
1) In § 14 "Entry into force" it is stated as follows: "The foregoing articles of association were adopted in the general assembly on September 12, 2020 and shall enter into force upon registration in the association register. This should be done in the founding year."
a) Does the reference to registration necessarily have to be noted under § 1 or is it sufficient if it is further down in the articles of association?
b) Is the wording too vague? Should it be "the latter" instead of "this"?
c) Is everything obsolete because the establishment was not done in 2020 anymore?
2) The mistake was made by the notary and, after we noticed it, she has not yet responded to our request for clarification and correction to the district court.
a) Is a simple reminder sufficient or
b) should this be accompanied by a deadline?
3) It seems that the legal process cannot be excluded by the articles of association. Should the sentence quoted under point 3) above now be deleted or is it enough that it is invalid?
We want to prevent a last-minute general assembly and the need to amend the articles of association. From our point of view, this is not necessary at all.
Thank you very much for your efforts!
Best regards,
L.S.
