Legal forms of non-profit corporations

The legally possible legal forms of non-profit activity are diverse. As tax relief is independent of the legal form, the choice of legal form focuses on which organizational form best suits the objectives and type of activities and their financing.

In practice, the following corporate bodies dominate:

The association

The association is an association of a number of persons organized as a corporate body for a certain period of time and pursuing a common goal. Upon entry in the register of associations at the local court, liability is limited to the association's assets. Although the general meeting is formally the highest body of the association, which deals with fundamental issues, day-to-day business is the responsibility of the managing director. Responsibility for this, in turn, lies with the Executive Board.

The foundation

A foundation is characterized as a pool of assets that is permanently dedicated to a specific purpose, usually a charitable purpose. The founder determines in the articles of association which purposes the foundation pursues and what its internal organization looks like. In contrast to an association or a limited liability company, a foundation has no shareholders. The key elements of a foundation are its purpose, its assets and its organization. The foundation board (foundation council or board of trustees) decides on asset management and the use of funds.

The GmbH and the Unternehmergesellschaft (haftungsbeschränkt)

A GmbH can be founded by one or more persons for any legally permissible purpose, including a charitable purpose. The minimum capital is generally EUR 25,000, whereby liability is limited to the company's assets.

With the introduction of the Unternehmergesellschaft (haftungsbeschränkt) in November 2008, the minimum capital of EUR 25,000 can be undercut by up to EUR 1, but the legally prescribed reserve of 25% of the annual surplus must then be formed until the share capital of EUR 25,000 is reached. This formation of reserves does not violate the principle of the timely use of funds for non-profit corporations.

The management represents both the GmbH and the Unternehmergesellschaft (haftungsbeschränkt) and can be given binding instructions by the shareholders' meeting.

The stock corporation (AG)

The stock corporation may be established for any legally permissible purpose, including charitable purposes. It can be founded by one or more persons. The minimum capital is EUR 50,000. The minimum nominal amount for a share is EUR 1. The stock corporation is represented by the Management Board. In addition, there is a Supervisory Board consisting of at least three persons, which has a supervisory function.