Amendment of the articles of association, dissolution and bankruptcy

Amendment of the articles of association

The power to amend the articles of association lies with the general meeting. It adopts a resolution to amend the articles of association and signs the minutes of the meeting. The articles of association can then be formally amended by notarial deed.

Dissolution

The authority to dissolve the association also lies with the general meeting. A proposal to dissolve the association must be included in the agenda in order to be valid. A two-thirds majority of the votes cast is required, unless the articles of association specify otherwise.

Bankruptcy

If an association can no longer meet its financial obligations, the court may declare the association bankrupt, either at its own request or at the request of a creditor.

In the case of an association with full legal capacity, the board is not personally liable for the association’s debts – the association itself bears responsibility. There are exceptions to this rule, for instance where improper management is a significant cause of the bankruptcy.

Board members of an association with limited legal capacity are personally liable with their private assets for debts and obligations if the association is not registered in the Commercial Register of the Chamber of Commerce. If the association is registered in the Commercial Register, the board member is still jointly liable alongside the association.