How can the constitution of an association be changed and what requirements must be met for this?
February 20, 2024 | 40,00 EUR | answered by Roberta Lahn
Dear lawyer,
I am a member of an association and we have noticed that our articles of association are no longer up to date and urgently need to be revised. Unfortunately, we do not know how to proceed and what requirements need to be met.
The situation is as follows: Our articles of association were created many years ago and do not cover all current concerns and requirements. Therefore, we would like to adapt and modernize them to make the association future-proof. However, we lack the necessary knowledge and experience to professionally manage this process.
My concerns mainly lie in the fact that we could make mistakes or that the changes are not legal. Therefore, we urgently need support and advice to ensure that the amendment to the articles of association is correct and legally valid.
Therefore, my question to you: How can the articles of association of an association be changed and what requirements need to be met? What steps do we need to take to ensure that the amendment to the articles of association is legally sound? Are there certain formalities or resolutions that we need to adhere to?
Thank you in advance for your support and advice.
Kind regards,
Gerda Ehrig
Dear Mrs. Ehrig,
Thank you for your inquiry regarding the amendment of the statutes in your association. It is commendable that you are actively addressing this issue and aiming to make the association future-proof. A change in statutes is an important step that should be carefully planned and implemented to avoid legal problems.
First and foremost, it is important to mention that the statutes of an association represent the constitution of the association and therefore establish all regulations and provisions for the association. Therefore, it is of great importance that an amendment to the statutes is carried out carefully and correctly.
In order to amend the statutes of an association, certain requirements must be met. First of all, the current statutes should contain a clause allowing for the amendment of the statutes. If this is not the case, a change to this regulation would need to be decided on first in order to be able to make any amendments to the statutes.
Usually, a general meeting of members is required for an amendment to the statutes, during which the changes must be approved. It is important that the amendment to the statutes is announced in the invitation to the general meeting of members so that all members are informed and have the opportunity to engage with it.
The amendment to the statutes must then be approved by the general meeting of members with a certain majority. Often, a 2/3 majority of the members present is required to make the amendment to the statutes legally valid. After the decision of the general meeting of members, the amendment to the statutes must be submitted to the competent registry court and registered there.
It is advisable to seek advice from a lawyer specializing in association law when planning and implementing the amendment to the statutes to ensure that all legal requirements are met and that the amendment to the statutes is legally secure.
I hope this information is helpful to you and wish you success in amending the statutes of your association.
Best regards,
Roberta Lahn, Lawyer
