A member of your cooperative is asserting an extraordinary right of termination.
Cooperative Law
Relevant for Over 20 Million People
Approximately one in four German citizens is a member of a cooperative. However, the cooperative principle – based on self-help, self-administration, and self-responsibility – requires a legal framework: cooperative law.
A significant portion of our legal advisory services is dedicated to housing cooperatives. Our expertise spans from supervisory boards to mergers.
What brings you to us?
The field is broad. Here are some typical scenarios we address. Even if your specific concern isn't listed, we're confident we can assist you:
There are differing opinions between the management board and the supervisory board regarding the cooperative's future direction.
You're planning to amend your bylaws and seek advice on which provisions of the model bylaws are appropriate for you.
You need to respond to a breach of duty by one of your members.
A resolution passed by the general assembly is being contested by a member or representative.
As the board of a smaller cooperative, you're considering a merger with a financially stable cooperative and wish to prepare this process methodically.
Our Services at a Glance
- Legal advice for housing cooperatives
- Matters concerning membership
- Preparation and structuring of general assemblies with special agenda items (e.g., dismissals, bylaw revisions)
- Review and support in contesting resolutions
- Assistance with mergers
Our Clients ask Us
Can a legal entity become a member of a cooperative?
In principle, the Cooperative Societies Act allows legal entities to become members of a cooperative. However, individual bylaws can restrict membership. For instance, some housing cooperatives permit only natural persons as members. The model bylaws of the GdW (Federal Association of German Housing and Real Estate Companies) allow for natural persons, partnerships, and legal entities under private and public law to be members.
When is a departing member entitled to the settlement amount?
Membership termination is generally only possible at the end of a calendar year, with notice periods of three months or more, as stipulated in the bylaws. The settlement amount must be paid to the departing member within six months after the end of the fiscal year in which the departure occurred, but not before the financial statements have been approved, typically during the general assembly.
Can members who did not attend the general assembly contest a resolution?
Generally, only members present at the general assembly who formally objected to a resolution in the meeting minutes are entitled to contest it. Absent members can contest a resolution only if they were unjustly denied access to the meeting or if the meeting was improperly convened or the agenda was not correctly announced.
Who needs to be involved in a planned merger of two cooperatives?
Initially, the management and supervisory boards of both cooperatives must agree on the merger’s framework. The boards then negotiate a merger agreement, which must be approved by the general assemblies of both cooperatives.
Additionally, accounting matters must be addressed, involving tax advisors. The auditing association must prepare a merger report before the assembly, necessitating early engagement.
Finally, the resolutions require notarization, so a notary must be invited to the assemblies and subsequently register the merger with the registry court.
