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=U5= Sec21 -- Section 21 Non-commercial association
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=S=> BGB 21 An association whose object is not commercial business operations acquires legal personality by entry in the register of associations of the competent local court [ Amtsgericht ] .
=U5= Sec22 -- Section 22 Commercial association
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=S=> BGB 22 An association whose object is commercial business operations acquires legal personality , for lack of special provisions under Reich law , by state grant . The grant is in the power of the state [ Bundesstaat ] in whose territory the association has its seat .
=U5= Sec23 -- Section 23 Foreign association
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=S=> BGB 23 An association whose seat is not in a state [ Bundesstaat ] may , for lack of special provisions under Reich law , be granted legal personality by a resolution of the Federal Council [ Bundesrat]* ) .
=S=> BGB 23.* ) Under Article 129 of the Basic Law [ Grundgesetz ] , the Federal Minister of the Interior [ Bundesminister des Innern ] is now competent .
=U5= Sec24 -- Section 24 Seat
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=S=> BGB 24 The seat of an association , unless otherwise provided , is the place where the management is conducted .
=U5= Sec25 -- Section 25 Constitution
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=S=> BGB 25 The constitution of an association with legal personality is , to the extent that it is not based on the following provisions , determined by the articles of association .
=U5= Sec26 -- Section 26 Board ; representation
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=S=> BGB 26. 1 An association must have a board . The board may consist of more than one person .
=S=> BGB 26. 2 The board represents the association in court and out of court ; it has the status of a legal representative . The extent of its power of agency may be restricted by the articles of association with effect against third parties .
=U5= Sec27 -- Section 27 Appointment of and management by the board
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=S=> BGB 27. 1 The appointment of the board is by resolution of the general meeting .
=S=> BGB 27. 2 The appointment is revocable at any time , notwithstanding the claim to payment in conformity with contract . The revocability may be restricted by the articles of association to the case where there is a compelling reason for the revocation ; such a reason includes without limitation a gross breach of duty or inability to effect proper management .
=S=> BGB 27. 3 The management by the board is governed by the provisions on mandate in sections 664 to 670 with the necessary modifications .
=U5= Sec28 -- Section 28 Passing of resolutions and representation
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=S=> BGB 28. 1 If the board consists of more than one person , resolutions are passed under the provisions of sections 32 and 34 , which govern the resolutions of the members of the association .
=S=> BGB 28. 2 If a declaration of intent is to be made to the association , it is sufficient for it to be made to a member of the board .
=U5= Sec29 -- Section 29 Emergency appointment by local court [ Amtsgericht ]
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=S=> BGB 29 To the extent that the board is lacking the necessary members , they are to be appointed , in urgent cases , for the period until the defect is corrected , on the application of a person concerned , by the local court [ Amtsgericht ] that keeps the register of associations for the district in which the association has its seat .
=U5= Sec30 -- Section 30 Special representatives
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=S=> BGB 30 It may be provided by the articles of association that , in addition to the board , special representatives are to be appointed for particular transactions . In case of doubt , the power of agency of such a representative extends to all legal transactions that the sphere of business allocated to him normally entails .
=U5= Sec31 -- Section 31 Liability of an association for organs
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=S=> BGB 31 The association is liable for the damage to a third party that the board , a member of the board or another constitutionally appointed representative causes through an act committed by it or him in carrying out the business with which it or he is entrusted , where the act gives rise to a liability in damages .
=U5= Sec32 -- Section 32 General meeting ; passing of resolutions
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=S=> BGB 32. 1 The affairs of the association , to the extent that they are not to be attended to by the board or another organ of the association , are dealt with by resolution in a meeting of the members . In order for the resolution to be valid , it is necessary for the subject to be stated when the meeting is convened . The resolution is decided by the majority of the members present .
=S=> BGB 32. 2 Even without a meeting of the members , a resolution is valid if all members declare their approval of the resolution in writing .
=U5= Sec33 -- Section 33 Amendment of articles of association
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=S=> BGB 33. 1 A resolution containing an amendment of the articles of association must have a majority of three quarters of the members present . In order to alter the objects of the association , the approval of all members is necessary ; the approval of the members not present must be declared in writing .
=S=> BGB 33. 2 If the legal personality of the association results from a grant , state ratification is necessary for every amendment of the articles of association , or , if the grant was made by the Federal Council [ Bundesrat ] , the ratification of the Federal Council [ Bundesrat]* ) .
=S=> BGB 33.* ) Under Article 129 of the Basic Law [ Grundgesetz ] , the Federal Minister of the Interior [ Bundesminister des Innern ] is now competent .
=U5= Sec34 -- Section 34 Exclusion from voting
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=S=> BGB 34 A member has no right to vote if the resolution concerns entering into a legal transaction with him or commencing or disposing of litigation between him and the association .
=U5= Sec35 -- Section 35 Special rights
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=S=> BGB 35 Special rights of a member may not be adversely affected by a resolution of the general meeting without his approval .
=U5= Sec36 -- Section 36 Convening of the general meeting
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=S=> BGB 36. 1 The general meeting is to be convened in the cases laid down in the articles of association and when the interests of the association require it .
=U5= Sec37 -- Section 37 Convening a meeting at the request of a minority
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=S=> BGB 37. 1 The general meeting is to be convened if the proportion of the membership laid down in the articles of association or , in the absence of a provision , one-tenth of the members call in writing for a meeting to be convened , stating the purpose and the reasons .
=S=> BGB 37. 2 If the request is not granted , the local court [ Amtsgericht ] may authorise the members who made the request to convene the meeting ; it may make orders on the conduct of the chairmanship at the meeting . The court with jurisdiction is the local court [ Amtsgericht ] that keeps the register of associations for the district in which the association has its seat . The authorisation must be referred to in the notice convening the meeting .
=U5= Sec38 -- Section 38 Membership
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=S=> BGB 38 Membership is not transferable and not inheritable . The exercise of membership rights cannot be entrusted to another person .
=U5= Sec39 -- Section 39 Leaving the association
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=S=> BGB 39. 1 The members have the right to leave the association .
=S=> BGB 39. 2 The articles of association may specify that leaving is admissible only at the end of a business year or only after a notice period ; the maximum notice period is two years .
=U5= Sec40 -- Section 40 Flexible provisions
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=S=> BGB 40 The provisions of section 27 ( 1 ) and ( 3 ) , section 28 ( 1 ) and sections 32 , 33 and 38 do not apply where otherwise provided by the articles of association .
=U5= Sec41 -- Section 41 Dissolution of the association
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=S=> BGB 41 An association may be dissolved by resolution of the general meeting . The resolution must have a majority of three-quarters of the members present , unless otherwise provided in the articles of association .
=U5= Sec42 -- Section 42 Insolvency
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=S=> BGB 42. 1 An association is dissolved by the commencement of insolvency proceedings . If the proceedings are discontinued on the application of the debtor or terminated after the confirmation of an insolvency plan that provides for the association to continue in existence , the general meeting may pass a resolution that the association is to continue in existence . The articles of association may provide that , if insolvency proceedings are commenced , the association is to continue as an association without legal personality ; in this case too , if the requirements of sentence two above are satisfied , a resolution may be passed to continue the association as an association with legal personality .
=S=> BGB 42. 2 If an association is insolvent or is overindebted , the board must petition for the commencement of insolvency proceedings . If there is delay in petitioning , the members of the board who are at fault are responsible to the creditors for the damage resulting from this ; they are liable as joint and several debtors .
=U5= Sec43 -- Section 43 Deprivation of legal personality
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=S=> BGB 43. 1 An association can be deprived of its legal personality if it endangers the common good by an unlawful resolution of the general meeting or by unlawful conduct of the board .
=S=> BGB 43. 2 An association whose objects under its articles of association are not commercial business operations may be deprived of legal personality if it pursues such objects .
=S=> BGB 43. 3 ( repealed )
=S=> BGB 43. 4 An association whose legal personality is the result of a grant can be deprived of its legal personality if it pursues objects different from those in the articles of association .
=U5= Sec44 -- Section 44 Jurisdiction and proceedings
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=S=> BGB 44. 1 The jurisdiction and the proceedings in the cases set out in section 43 are decided under the law of the Land in which the association has its seat .
=S=> BGB 44. 2 If the legal personality results from a grant by the Federal Council [ Bundesrat ] , the deprivation is by a resolution of the Federal Council [ Bundesrat]* ) .
=S=> BGB 44.* ) Under Article 129 of the Basic Law [ Grundgesetz ] , the Federal Minister of the Interior [ Bundesminister des Innern ] is now competent .
=U5= Sec45 -- Section 45 Devolution of the assets of the association
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=S=> BGB 45. 1 On the dissolution of the association or its deprivation of legal personality , the assets devolve on the persons specified in the articles of association .
=S=> BGB 45. 2 The articles of association may provide that the persons entitled to receive the assets are specified by a resolution of the general meeting or by another organ of the association . If the objects of the association are not commercial business operations , the general meeting may , even without such a provision , allocate the assets to a public foundation or institution .
=S=> BGB 45. 3 If no persons entitled are specified , then if according to its articles the association exclusively served the interests of its members , the assets pass in equal shares to the members at the date of the dissolution or the deprivation of legal personality , and failing this to the treasury of the state [ Bundesstaat ] in whose territory the association had its seat .
=U5= Sec46 -- Section 46 Devolution on the treasury
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=S=> BGB 46 If the assets of the association devolve on the treasury , the provisions on an inheritance that devolves on the treasury as the heir on intestacy apply with the necessary modifications . The treasury shall if possible use the assets in a manner corresponding to the objects of the association .
=U5= Sec47 -- Section 47 Liquidation
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=S=> BGB 47 If the assets of the association do not devolve on the treasury , there must be a liquidation , unless insolvency proceedings have commenced with regard to the assets of the association .
=U5= Sec48 -- Section 48 Liquidators
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=S=> BGB 48. 1 The liquidation is effected by the board . Other persons may also be appointed as liquidators ; the appointment is governed by the provisions for the appointment of the board .
=S=> BGB 48. 2 The liquidators have the legal status of the board , unless the purpose of the liquidation leads to a different conclusion .
=S=> BGB 48. 3 If there is more than one liquidator , their resolutions require a unanimous vote unless otherwise provided .
=U5= Sec49 -- Section 49 Duties of the liquidators
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=S=> BGB 49. 1 The liquidators must complete the current business , collect the receivables , convert the rest of the assets into cash , satisfy the creditors and pay out the surplus to those entitled to receive it . In order to complete transactions that are in progress , the liquidators may also enter into new transactions . The collection of receivables and the conversion of the rest of the assets into cash may be omitted to the extent that these measures are not necessary to satisfy the creditors or to distribute the surplus among those entitled to receive it .
=S=> BGB 49. 2 The association is deemed to continue in existence until the end of the liquidation if the purpose of the liquidation requires this .
=U5= Sec50 -- Section 50 Public notice of the association in liquidation
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=S=> BGB 50. 1 The dissolution of the association or its deprivation of legal personality must be announced by the liquidators in a public notice . In the notice , the creditors must be requested to register their claims . The public notice is made through the newspaper specified in the articles of association for this purpose . Public notice is deemed to have been made at the end of the second day after the publication or first publication . BGB 50. 2 Known creditors must be requested by special invitation to register their claims .
=U5= Sec50a -- Section 50a Newspaper for notices
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=S=> BGB 50a If an association has not specified a newspaper in the articles of association , or if the newspaper specified for notices has ceased publication , notices of the association must be published in the newspaper that is specified for public notices of the local court [ Amtsgericht ] in whose district the association has its seat .
=U5= Sec51 -- Section 51 One-year waiting period
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=S=> BGB 51 The property may not be paid out to the persons entitled to receive it until a year has passed after the announcement by public notice of the dissolution of the association or the deprivation of legal personality .
=U5= Sec52 -- Section 52 Security for creditors
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=S=> BGB 52. 1 If a known creditor does not register his claim , the amount owed , if the right to deposit exists , must be deposited for the creditor .
=S=> BGB 52. 2 If the discharge of an obligation is not possible at the time , or if an obligation is disputed , the property may be distributed to the persons entitled to receive it only if security is provided to the creditor .
=U5= Sec53 -- Section 53 Liability in damages of the liquidators
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=S=> BGB 53 Liquidators who commit breaches of their duties under section 42 ( 2 ) and sections 50 , 51 and 52 or who , before the satisfaction of the creditors , distribute assets to the persons entitled to receive are , if they are at fault , responsible to the creditors for the damage resulting from this ; they are liable as joint and several debtors .
=U5= Sec54 -- Section 54 Associations without legal personality
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=S=> BGB 54 Associations without legal personality are governed by the provisions on partnership . When a transaction is entered into with a third party in the name of such an association , the person acting is personally liable ; if more than one person acts , they are liable as joint and several debtors .
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