What Is a “Satzungsänderung”?

A Satzungsänderung (amendment of the statutes) means making formal changes to the wording of an association’s original statutes (bylaws), following a clearly defined, legally and democratically binding procedure.

These amendments must follow the rules laid down in the statutes themselves and must comply with the requirements of the German Civil Code (BGB).

When does the statute need to be amended?

A statute amendment may become necessary if, for example:

• The aims or purposes of the association are changed or extended

• The structure of the board or governing bodies is reorganised

• Voting procedures or membership rules are updated

• The statutes must be adapted to new legal requirements

• Wording needs to be improved or organisational gaps need to be closed

Who decides on the amendment?

The general assembly of members (Mitgliederversammlung) is the only body authorised to approve a statute amendment.

Neither the board nor any other committee may make such a decision on its own.

Steps in a statute amendment

1. Drafting the amendment proposal

• Usually prepared by the board or a dedicated working group / statutes committee.

• The proposed wording must be clearly written and show exactly which articles or sections will be changed, added or removed.

2. Convening the general assembly

• All members must be invited to the general meeting in due time.

• The full text of the proposed amendment must be attached to the invitation or made accessible in advance.

• The notice period is defined in the statutes, and is typically between two and four weeks.

3. Discussion of the proposals

• The proposed amendments are presented and discussed in detail during the meeting.

• Every member has the right to ask questions or propose modifications and additions.

4. Voting

• In most associations, statute amendments require a qualified majority – often two thirds of the members present, or the quorum specified in the statutes.

• The result of the vote must be recorded in the official minutes of the meeting.

5. Documentation and registration

• Once approved, the amendments are documented in the minutes of the general assembly.

• The revised statutes are submitted to the local district court (Amtsgericht) so that the association register (Vereinsregister) can be updated.

What are the legal consequences of an amendment?

A statute amendment only becomes legally effective once it has been entered in the official association register.

Until that moment, the old version of the statutes remains valid.
If the amendment changes the association’s objectives or representation rules, this may also affect its recognition as a charitable / public-benefit association (Gemeinnützigkeit).

Practical tips for amending statutes

• Consult a legal expert before drafting the amendments, to ensure full compliance with the law.

• Involve the members at an early stage, to increase acceptance and reduce conflicts.

• Keep careful records of all steps, minutes and correspondence, to avoid later legal challenges.

Difference between a statute amendment and internal decisions

Conclusion

A Satzungsänderung is a crucial and sensitive milestone in the life of any association. It shapes the future direction of the organisation and ensures that it remains in line with current law and with the association’s evolving needs.

If you are on the board or an active member, it is important to follow proposed changes closely, to participate in discussions and to use your vote responsibly – helping to secure a transparent, democratic and legally sound future for your association.

—* The editorial team of this website strives, through thorough research and the use of multiple sources, to provide accurate information. Nonetheless, errors may occur or certain details may not yet be fully confirmed. The information in this article should therefore be treated as an initial reference only. For binding and definitive information, please contact the relevant authorities or professional advisers.