Approval of the amendment of a foundation's articles of association
Amendments to the Articles of Association are permitted in accordance with the real and presumed will of the founder:
The founder should determine the conditions and procedure for amendments to the statutes as early as the establishment of the foundation. Thus, the fate of the foundation can be determined in the long term and the will of the founder swell is guaranteed even beyond death. The founder may confer on a particular institution the right to amend the statutes. This then has to make the amendment of the statutes in accordance with the real or presumed will of the founder. Amendments to the Articles of Association by foundation bodies require the approval of the foundation authority.
- amended Articles of Association of the Foundation
- Decisions of the institutions
Amendments to the Articles of Association by foundation bodies may be approved under the following conditions:
- The change is consistent with the declared or presumed will of the founder. The will of the founder, as laid down in the statutes, may only be modified in a contemporary way, but not changed in its tendency.
Changes in the purpose of the foundation as well as the cancellation and merging of foundations are possible and permissible in principle under the foundation law. However, the founder should determine the conditions under which these measures are to be permitted in the statutes. If the statutes contain no such provisions, it must be assumed that the founder intended to use the requirements of Section 87 of the Civil Code and Section 9 of the Foundation Act as a rule. According to that provision, the abovementioned measures are only permissible if the fulfilment of the purpose of the Foundation has become impossible or if the Foundation endangers the public interest or the measure is appropriate because of a substantial change in circumstances.
§ 87 Bürgerliches Gesetzbuch (BGB) (Zweckänderung, Aufhebung)
§ 9 Hessisches Stiftungsgesetz - Änderung der Verfassung nach Anerkennung, Aufhebung und Zusammenlegung von Stiftungen
Decisions on amendments to the Articles of Association require the approval of the Foundation Supervisory Authority. Therefore, you must submit the amended statutes to the foundation authority in writing.
In the case of decisions on amendments to the Articles of Association relating to tax aspects, you must also obtain the prior consent of the tax office.
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Hessian Ministry of the Interior and Sport
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