Book1 Chapter01 Title02 Part01 No01

GERMAN CIVIL CODE OF 1896

• Based on the English Translation by: Wang, Chung Hui (1907). The German Civil Code, translated and annotated with historical introduction and appendices. London: Stevens and Sons. [available on Archive.org]

BOOK I. General Principles.

Chapter I. Persons.

Title II. Juristic Persons.

Section 21.

• An association whose object is not the carrying on of an economic enterprise (4), acquires juristic personality by registration in the register of associations of the competent District Court.

Section 22.

• An association whose object is the carrying on of an economic enterprise acquires juristic personality, in the absence of special provisions of Imperial law, by grant from the State. The power to make such grant belongs to the State in whose territory the association has its seat.

Section 23.

• An association whose seat is not in any State may, in the absence of special provisions of Imperial law, be granted juristic personality by resolution of the Federal Council.

Section 24.

• Unless it is otherwise provided, the place where the affairs of an association are managed is deemed to be its seat.

Section 25.

• The constitution of an association having juristic personality, so far as it does not depend upon the following provisions, is determined by the articles of the association.

Section 26.

• [I] The association must have a directorate. The directorate may consist of several persons.
• [II] The directorate represents the association in judicial proceedings and in all other affairs; it is in the position of a statutory agent. The extent of its representative authority, as against third persons, may be limited by the articles.

Section 27.

• [I] The appointment of the directors is effected by resolution carried at a members' meeting.
• [II] The appointment is revocable at any time, without prejudice to any claim for agreed compensation. The revocability may be limited by the articles to the case where a grave reason for the revocation exists; such reasons are, e.g., gross breach of duty, or incapacity for the proper management of business.
• [III] The provisions of 664 to 670, applicable to mandate, apply, mutatis mutandis, to the management of affairs by the directorate.

Section 28.

• [I] If the directorate consists of several persons, the carrying of their resolutions is regulated by the provisions of 32, 34, applicable to resolutions of the members of the association.
• [II] If a declaration of intention is required to be served upon an association, it is sufficient if it be served upon one of the directors.

Section 29.

• If a requisite quorum of directors cannot be formed, the District Court in whose district the association has its seat shall, in urgent cases and upon the application of an interested party, appoint temporary directors to act for the time being.

Section 30.

• It may be provided by the articles that, besides the directorate, special agents are to be appointed to attend to particular matters of business. The authority of such an agent extends, in case of doubt, to all juristic acts which ordinarily come within the scope of the particular kind of business assigned to him.

Section 31.

• The association is responsible for any damage which the directorate, a director, or other duly appointed agent may cause to a third party by an act giving rise to a claim for compensation, provided that such act was done in the execution of its or his official duties.

Section 32.

• [I] The affairs of the association, so far as they are not required to be managed by the directorate or some other representative body of the association, are regulated by resolutions carried at a meeting of the members. It is necessary to the validity of a resolution that the object shall be stated in the notice calling the meeting. A resolution is carried if a majority of the members present vote in favour of it.
• [II] A resolution is also valid without a meeting of the members, if all the members declare in writing their consent to the resolution.

Section 33.

• [I] For a resolution involving an alteration in the articles a majority of three-fourths of the members present is necessary. For an alteration in the objects for which the association was formed the consent of all the members is necessary ; the consent of members not present must be given in writing.
• [II] If the juristic personality of the association depends upon grant, for every alteration in the articles the ratification of the State, or, in case the grant is made by the Federal Council, the ratification of the Federal Council, is necessary.

Section 34.

• A member shall not vote upon any resolution which relates to the entering into a juristic act between himself and the association, or to the institution or settlement of legal proceedings between himself and the association.

Section 35.

• Personal rights of one member may not be infringed by resolution at a members’ meeting without such member’s consent.

Section 36.

• A members’ meeting shall be called in the cases provided for by the articles, and whenever the interest of the association requires it.

Section 37.

• [I] A members’ meeting shall be called if the proportion of the members fixed by the articles, or, in the absence of such a provision, one-tenth of the members demand it in writing, with a statement of the object and reasons.
• [II] If this demand be not complied with, the District Court in whose district the association has its seat may authorise the members who have made the demand to call the meeting, and may provide for the chairmanship of the meeting. In the notice calling the meeting reference must be made to such authorisation.

Section 38.

• Membership is not transferable, and does not pass by inheritance. The exercise of the right of membership may not be delegated to another person.

Section 39.

• [I] Members are entitled to withdraw from the association.
• [II] It may be provided by the articles that withdrawal is permissible only at the end of a business year, or not until the expiration of a fixed period after notice; such period may amount at most to two years.

Section 40.

• The provisions of 27, pars. 1, 3, 28, par. 1, and of 32, 33, 38 do not apply where the articles provide otherwise.

Section 41.

• An association may be dissolved by resolution carried at a members’ meeting. For such resolution a majority of three fourths of the members present is necessary, unless the articles provide otherwise.

Section 42.

• [I] An association loses juristic personality by the institution of bankruptcy proceedings.
• [II] In case of insolvency the directorate shall apply for the institution of bankruptcy proceedings. If the making of the application is delayed, those directors to whom any fault can be imputed causing the delay are responsible to the creditors for any damage arising therefrom; they are liable as joint debtors.

Section 43.

• [I] Juristic personality may be withdrawn from an association if public interests are endangered by any illegal resolution carried at a members’ meeting, or by illegal conduct of the directorate.
• [II] Juristic personality may be withdrawn from an association whose object, according to the articles, is not the carrying on of an economic enterprise, if it pursues such an object.
• [III] Juristic personality may be withdrawn from an association which, according to the articles, has not a political, social-political, or religious object, if it pursues such an object.
• [IV] Juristic personality may be withdrawn from an association whose juristic personality depends upon grant, if it pursues any other object than that specified in the articles.

Section 44.

• [I] The jurisdiction and the procedure are determined, in the cases provided for by 43, according to the provisions of the State laws applicable to contentious administrative matters. Where there is no contentious administrative procedure, the provisions of 20, 21 of the Industrial Code apply; the decision is given in the first instance by the superior administrative authority in whose district the association has its seat.
• [II] If the juristic personality depends upon grant by the Federal Council, it can be withdrawn (only) by resolution of the Federal Council.

Section 45.

• [I] On the dissolution of the association or the withdrawal of juristic personality, its property devolves upon the persons designated in the articles.
• [II] It may be prescribed in the articles that the persons so entitled shall be designated by resolution carried at a members’ meeting, or by some other representative body of the association. If the object of the association is not the carrying on of an economic enterprise, a members’ meeting may, even without such a provision, assign the property to a public foundation or institution.
• [III] If no persons shall have been so designated the property devolves, if the association according to the articles was intended to benefit its members exclusively, upon those who were members at the time of the dissolution or withdrawal of juristic personality, in equal shares; otherwise, upon the Treasury of the State in whose territory the association had its seat.

Section 46.

• If the property of the association devolves upon the Treasury, the provisions relating to inheritances devolving upon the Treasury as statutory heir apply mutatis mutandis. The Treasury shall, so far as is possible, use the property in a manner suitable for the carrying out of the objects of the association.

Section 47.

• If the property of the association does not devolve upon the Treasury, a liquidation must take place.

Section 48.

• [I] The liquidation is effected by the directorate. Other persons may also be appointed liquidators; the provisions applicable to the appointment of the directorate apply also to the appointment of liquidators.
• [II] The liquidators have the legal status of the directorate, unless a contrary intention appears from the object of the liquidation.
• [III] If there are several liquidators, their resolutions shall be carried unanimously, unless it is otherwise provided.

Section 49.

• [I] The liquidators shall wind up current business, collect claims, convert the property into money, satisfy the creditors, and distribute the residue among the persons entitled to it. The liquidators may also enter upon new transactions for the purpose of winding up uncompleted transactions. The collection of claims and the conversion of the property into money may be dispensed with, in so far as these measures are not necessary for the satisfaction of the creditors, or for the distribution of the residue among the persons entitled to it.
• [II] The association is deemed to exist so far as is necessary for carrying out the object of the liquidation until the liquidation is completed.

Section 50.

• [I] The dissolution of the association or the withdrawal of juristic personality shall be publicly notified by the liquidators. In the notification creditors shall be invited to present their claims. The notification is made in the newspaper selected by the articles for the publication of notices, failing which, in the newspaper selected for the publication of the notices of the District Court in whose district the association had its seat. The notification is deemed to have been effected at the expiration of the second day after the insertion or after the first insertion.
• [II] Known creditors shall be invited by special communication to present their claims.

Section 51.

• The property cannot be distributed to the persons entitled to it before the expiration of one year after the notification of the dissolution of the association or the withdrawal of juristic personality.

Section 52.

• [I] If a known creditor does not present himself, the amount of his debt shall be lodged for the creditor if the right to make the lodgment exists.
• [II] If the discharge of a liability is for the time being impracticable, or if a liability is contested, the property shall be distributed to the persons entitled to it only if security has been given to the creditor.

Section 53.

• Liquidators who fail to perform the duties imposed upon them by 42, par. 2, and 50 to 52, or distribute the property to those entitled to it before the satisfaction of the creditors, are, if any fault can be imputed to them, responsible to the creditors for any damage arising therefrom; they are liable as joint debtors.

Section 54.

• Associations which have not juristic personality are subject to the provisions relating to partnership. If a member of such an association, acting in the name of the association, enters into a juristic act with a third party, that member is personally liable; if several members so act, they are liable as joint debtors.