Articles of association

In the German private law statutes referred a documented basic order of a legal group. In the Austrian and Swiss association law statutes, the term is synonymous.

In Germany the term statute is also used in public law.

  • 3.1 Germany
  • 3.2 Other Countries
  • 4.1 Germany

General

The articles of association of a private association is an expression of individual autonomy, it has not the character of the state norm.

Articles of Association

Germany

The required contents of the articles of association of a registered association in Germany arises from § 57 and § 58 BGB.

The Articles of Association may, but need not be passed in writing. For registered associations, the writing is more appropriate for the template in the register of associations. The content differs in detail, of course according to the nature of the association, basic contents are as follows:

  • Name and registered office, any statement on the fiscal year
  • Objectives and responsibilities
  • Where appropriate, non-profit
  • Membership and Contributions
  • Board of Directors: Number, choice, rights and obligations, the scope of the Finance Authority
  • General Meeting: Quorum, decision scope to the Board
  • Order tracking
  • Dissolution of the association, changes, capital formation

Austria

In Austria the terms of the Constitution in § 3 para 2 is set Associations Act 2002.

Switzerland

The Association shall be called statutes. The legal foundations for the association can be found in the Swiss Civil Code (CC ). Unless there it no mandatory provisions in the statutes, everything can be controlled freely. If not dealt with in this something that automatically apply the relevant passages from the Civil Code.

The Executive Board may only do what is in the statutes. Each member may appeal against a decision in court, if the member has not previously agreed to the decision. A change in the association's purpose must no Member be imposed. One-fifth of the members may at any time convene an extraordinary general meeting.

Joint-stock company

Germany

The company agreement of a German stock corporation is also referred to as a statute.

This agreement is required to comply with § 23 AktG contain at least the following information:

  • Founder and amount of share capital
  • At par value shares of the par value, at par value shares, the number, the issue price and if there are more than one class, the class of shares that takes each founder
  • Paid-in amount of the capital Authorized Capital and Conditional Capital for possible capital increases
  • Right to interconversion between registered shares and bearer shares, unless this is granted to the shareholders (§ 24 AktG)
  • Approval of the purchase of own shares
  • Possibilities of the exclusion of subscription rights, provided that use is to be made.

Other countries

In Austria, Belgium, France and Italy may establish additional issuer Certain thresholds in the Articles, the corporation.

Foundation Statute

Germany

According to § 81 BGB an independent, incorporated foundation by the foundation's business must obtain a charter. This governs least

Aktiengesellschaft Authorised capital Bearer instrument Pre-emption right
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