For organizations

Articles of association are the ground rules for your organization. They describe who you are, what you do, and how decisions are made. Without articles of association, you cannot officially register your organization with the Chamber of Commerce—and without registration, you cannot open a bank account, apply for subsidies, or enter into contracts.

Yet for many board members, the articles of association are a blind spot. They are drawn up once, put in a drawer, and never looked at again. That poses a risk—especially if the organization changes but the articles of association do not.

What must be included in the articles of association?

Statutory minimum requirements apply to associations and foundations. The law mandates that the articles of association include at least the following:

• The name of the organization and the municipality where it is based
• The organization's objective
• Members' obligations towards the organization (for associations)
• The procedure for appointing and dismissing board members
• The allocation of assets upon dissolution

You are free to determine everything else yourself—and that is precisely where it gets interesting.

What can you decide for yourself?

Much more than most organizations realize. Consider, for example: the minimum and maximum size of the board, the duration of a board term, whether board members can be reappointed, and how the voting process works.

A practical example: if your articles state that decisions are made by a simple majority but do not specify what happens in the event of a tie, you will face a problem when it really matters. Address these types of situations in your articles of association before they arise.

Internal regulations: the practical layer

Many organizations also use internal regulations. While not a legal requirement, they are certainly useful. These regulations cover practical arrangements that are too detailed for the articles of association—and that you want to be able to adjust easily without visiting a notary.

Examples include: meeting frequency, procedures for registering and unregistering members, membership fee amounts, or the powers of committees and working groups. Amendments to internal regulations generally only need to be submitted to the general meeting of members—no notary required.

The rule of thumb: include structural matters that rarely change in the articles of association. Include matters you wish to adjust regularly in the internal regulations.

Common mistakes

Articles of association that do not match actual practice. If your articles state that you meet four times a year but you never actually do so, you create ambiguity. Keep the articles and reality as closely aligned as possible.

Insufficient attention to exit arrangements. What happens to the funds and assets if the organization is dissolved? This may seem like a remote concern, but failing to address it can lead to future conflicts. Specify a concrete destination—such as a similar organization or a charity.

Outdated statutes. An organization that started as a small neighborhood initiative but now has ten volunteers and a grant has different needs than it did at its inception. Schedule a review of the articles every five years to assess whether they are still appropriate.

Copying without reading. Many articles of association were originally copied from another organization. This isn't necessarily wrong—but make sure to read them thoroughly. A clause that works for a sports club may not be suitable for a social welfare organization. 

When do you need a notary?

A notary is mandatory when establishing a foundation. This is not the case for an association, though a notarial deed offers the organization greater legal protection. You also need a notary if you wish to amend the articles of association of an organization established via a notarial deed.

Do you have a small, informal association without a notarial deed? In that case, you can amend the articles of association and regulations through a resolution passed at a general meeting, provided your existing articles allow for this.

Next step

Locate your articles of association and check when they were last revised. Do they still accurately reflect your organization as it stands today?