Amendment of the articles of association and dissolution

The articles of association of a foundation may only be amended if they contain a provision permitting amendment. The power to amend may be vested in the foundation’s board, the supervisory board or another body. The amendment must be effected by notarial deed, after which the amended articles of association are filed with the Chamber of Commerce.

If the articles of association allow the objective of the foundation to be amended, this does not automatically mean there is complete freedom for the competent body to make such a change. In practice, amendments to the statement of objectives are sometimes prohibited or made subject to the approval of another body or external authority. Where such a restriction is not included in the articles of association, there is generally no reason to consider a proposed amendment to the objectives inadmissible, although this may differ depending on the nature of the amendment in relation to the original activities of the foundation.

Dissolution (closure/liquidation of the foundation)

A foundation may be dissolved by adopting a resolution to that effect. After dissolution, the legal entity continues to exist for the purposes of liquidation. If there are no assets to liquidate upon dissolution, the foundation ceases to exist at the moment of dissolution.

The power to dissolve the foundation lies with its board unless the articles of association provide otherwise. A foundation will also be dissolved in accordance with the articles of association upon the occurrence of an event specified therein as resulting in dissolution. In addition, a foundation may be dissolved by a decision of the Chamber of Commerce or by a court order.