The appointment of an interim board constitutes a significant interference with the autonomy of an association in Germany and is permissible only under the strict conditions specified in Section 29 of the German Civil Code (BGB). The Higher Regional Court of Düsseldorf clarifies when an “urgent case” within the meaning of the provision exists and when courts may assume that an association is no longer able to restore its capacity to act on its own.
Specific reason for the appointment of an interim board
The decision of the Higher Regional Court of Düsseldorf was based on the following case: A creditor sought enforcement against a registered association pursuant to a judgment for costs. The execution court had issued a seizure and transfer order regarding a savings account held by the association and, at the same time, ordered the handover of the corresponding passbook. However, this handover could not be enforced because the association lacked the capacity to act due to a lack of proper representatives.
According to the articles of association, joint representation by at least two board members was required. In reality, however, the board consisted only of the first chairperson, who alone was not authorized to represent the association. The remaining board members had already effectively resigned from their positions. Consequently, there was no representative body constituted in accordance with the articles of association that would have been necessary for receiving enforcement measures, accessing the association’s premises, or initiating legal proceedings. Against this background, the creditor applied for the appointment of a court-appointed interim board pursuant to § 29 BGB.
Requirements for an “urgent case” under Section 29 BGB
The decision focuses on the interpretation of the term “urgent case” as defined in Section 29 of the German Civil Code. The Higher Regional Court of Düsseldorf emphasizes that the appointment of an interim board, as a state intervention in the autonomy of an association, is permissible only in very limited exceptional cases. A prerequisite is that the association itself is unable to form a representative body in accordance with its articles of association within a period of time appropriate to the circumstances, and that without the emergency appointment, a legal disadvantage threatens or a mandatory action cannot be taken.
Would you like to receive news like this in your inbox every month? Subscribe to our newsletter “German Nonprofit Update”.
In determining whether an urgent case existed, the court focused decisively on the specific prior conduct of the remaining chairperson. Over an extended period, this individual had failed to respond to multiple letters from the registry court, left court reminders unanswered, and taken no steps to create the conditions necessary to restore the association’s capacity to act. On this basis, the court was entitled to assume that the association itself was not in a position to regain its capacity to act within a reasonable period of time. The finding of an urgent case was thus not based on an abstract organizational weakness, but on the specific prognosis that, given the association’s past conduct, internal remedial measures were not to be expected.
Selection of an interim board
In addition, the Higher Regional Court of Düsseldorf notes that the court has broad discretion in selecting the interim board and is not bound by the parties’ motions. This is also confirmed by a decision of the Higher Regional Court of Bremen dated March 12, 2026 (2 W 5/26). This ruling clarifies that the court may also appoint former board members as members of the interim board. The sole determining factor is that the appointed person is suitable and willing to assume office; there is no general prohibition against appointing former board members.
Furthermore, a motion to appoint an interim board may only be rejected if, after exhausting all possible options and considering the circumstances of the individual case, no suitable person willing to assume the office can be found.
Risks for nonprofit organizations in Germany
In the context of German association law and nonprofit law, the ruling clearly demonstrates that an association’s mere inability to act does not automatically justify the appointment of an interim board. However, the situation becomes critical when the association is already unable to act and, at the same time, no effective measures are taken to remedy this situation in a timely manner. If, in such a situation, no further steps are taken to restore the association’s capacity to act – for example, by calling a general meeting or through other mechanisms provided for in the articles of association – this may support the assumption of an urgent case within the meaning of Section 29 BGB.
Such a scenario can pose significant risks, particularly for nonprofit organizations with ongoing asset management, funding relationships, or liability-related obligations.
Tip: Initiate the process of replacing board members early
The Higher Regional Court of Düsseldorf confirms the high standards required for the appointment of an interim board, but also makes clear that judicial intervention may be justified if an association is unable to restore its capacity to act on its own. Our practical advice is therefore to initiate the statutory steps for filling vacancies in a timely and transparent manner when personnel changes occur on the board, and to implement these changes in accordance with registry law. This helps avoid not only liability risks but also the loss of internal control within the association.
Do your articles of association clearly stipulate how the association’s capacity to act is ensured in the event of sudden departures from the board? Is there currently a risk that your association can no longer act effectively due to a lack of representation? Or would you like to have your articles of association and actual management reviewed as a preventive measure? Our NPO team is happy to assist you with individual consultation on association and nonprofit law.
Higher Regional Court of Düsseldorf, Decision of August 2, 2024, 3 Wx 123/24
