Dissolution/termination/relocation of the domicile of a foundation

According to § 39 StiftG, a foundation is dissolved if

  • bankruptcy proceedings have been initiated in respect of the foundation assets;
  • the resolution, whereby the initiation of bankruptcy proceedings has been rejected due to the probable insufficiency of assets to cover the costs of the bankruptcy proceedings, has achieved legal force;
  • the court has ordered dissolution; or
  • the foundation council has adopted a resolution on dissolution (pursuant to a legally admissible revocation, because the purpose has been achieved or is no longer achievable, because the duration envisaged in the foundation deed has expired, or on other grounds stated in the foundation deed).

Where a common-benefit foundation subject to supervision is dissolved, STIFA must be notified of the resolution on dissolution with an indication of the ground for dissolution. The dissolution of the foundation by way of a resolution is followed by the liquidation proceedings and termination of the foundation, in accordance with the general provisions on legal entities set out in the Persons and Companies Act (PGR).

In the case of foundations with an audit authority, the last pending report by the audit authority must be submitted to STIFA after the liquidation has been carried out, taking account of the foundation’s activity during the liquidation proceedings, before STIFA agrees to cancellation. In the case of foundations exempt from the obligation to appoint an audit authority, STIFA itself carries out a final audit before the foundation is cancelled from the Commercial Register.

The procedure is analogous if a foundation’s domicile is relocated abroad. Here again, STIFA expects the submission of a final report or itself carries out the audit before agreeing to the relocation of domicile.

After successful termination or relocation of domicile, the foundation council must notify STIFA by transmitting a register extract.

Fact sheet

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