Foundation; application for approval of an amendment to the Articles of Association

If you wish to amend or supplement individual provisions of the articles of association of a foundation with legal capacity, you can do so under certain conditions with the approval of the responsible foundation authority, provided that the founder's wishes are observed.

The constitution of a foundation with legal capacity under civil law is determined in particular by the articles of association. Individual provisions of the articles of association can be amended, supplemented, adapted or repealed if certain requirements under foundation law are met. These requirements for amendments to the articles of association are all the more stringent the more the amendments to the articles of association interfere with the foundation's constitution and thus change the foundation. For each amendment to the articles of association, it must be checked whether it corresponds to the founder's will or presumed founder's will expressed when the foundation was established or whether there is an alternative to the planned new regulation.

The board of directors or another designated foundation body is authorized to amend the articles of association. Every amendment to a foundation's articles of association must be approved by the responsible government as the foundation authority and only becomes effective once it has been approved.

• The following documents are required:
  • Proof of the current composition of the responsible foundation body
  • Minutes/resolution of the responsible foundation body
  • Statutes of the foundation with previous status
  • Amended articles of association with reasons for the individual amendments
  • Further documents supporting the reasons for the requested amendment to the articles of association (e.g. bank statements, audit reports)
  • If applicable, notification from the tax office about the audit of the articles of association

• The amended articles of association must correspond to the founder's intentions as set out in the foundation transaction.
• The amendment to the foundation statutes must have been approved by the responsible foundation bodies.
• The articles of association must not contain any provision that precludes an amendment to the articles of association.
• The amendment to the articles of association must not jeopardize the common good.
• For foundations that pursue public purposes, it is recommended to obtain an opinion from the responsible tax office.

It is recommended that you check in advance with the responsible government as the foundation authority whether the intended amendment to the articles of association can be approved. To do this, please submit the text of the planned changes to the articles of association as well as a justification for the individual changes as part of a preliminary request.

If the planned amendments are approvable, you must submit the application with the necessary documents to the foundation authority in writing.

The foundation authority will inform you of the approval of the amendment to the articles of association by means of a notification.