In order to apply for grants in different federal states in Germany, it may be necessary for a registered association to provide evidence of its activities beyond the borders of its own federal state. Various options are available for this purpose.
Recently a client wrote me the following letter:
“We as a theater group have founded a registered association. Our registered office and administrative headquarters are in Berlin. However, we would like to apply for funding in Baden-Württemberg. The sponsors from Baden-Württemberg require that the association is also active in Baden-Württemberg. The association’s activities in Baden-Württemberg should be “officially” recorded somewhere. The association would like to keep its registered office in Berlin and preferably continue to submit its tax return to the responsible tax office in Berlin. Is it possible to establish a second registered office in Baden-Württemberg? If so, what consequences would that have?”
My answer:
A distinction must be made between the registered office of the association, the administrative headquarters of the association and a section of the association. In the present constellation, two possibilities come into consideration. Either the association establishes a second administrative headquarters in Baden-Württemberg. It would be advisable to coordinate this with the tax office. If it were sufficient for the sponsors to open just one section of the association in Baden-Württemberg, it would not even be necessary to coordinate with the tax office.
- The registered office of the association is the so-called registered office. The association is entered in the register of associations at the location of the association’s registered office. The association is sued at its registered office (i.e. in Berlin). The articles of association specify where the association should have its registered office.
- A change in the registered office of the association therefore requires an amendment to the Articles of Association. The amendment to the articles of association is notarized and must be entered in the relevant new register of associations.
According to the prevailing opinion, the association can only have one registered office. The main argument against the admissibility of multiple registered offices is the consequence of multiple register management with the risk of divergent decisions (OLG Hamburg MDR 1972, 417). A so-called double seat (second seat) is not permitted. - The administrative headquarters is the place from which the association is managed (place of management). The administrative seat is particularly important for tax law. The jurisdiction of the tax office depends on the place of administration. It is not necessary to specify the administrative headquarters in the articles of association. The registered office is not entered in the register of associations.
- An amendment to the articles of association is therefore generally not required for a change in the registered office (unless the registered office was exceptionally mentioned in the articles of association). However, the approval of the general meeting is advisable for the change and establishment of a second administrative headquarters.
- While the association can only have one registered office as described above, the association can have several administrative offices.
If the management is also exercised in Baden-Württemberg (two administrative offices), this may result in a transfer of responsibility of the tax office in accordance with § 25 AO. In principle, however, the first FA remains responsible. It is advisable to coordinate responsibility with the tax office. However, if only a section or a location of the association is established in Baden-Württemberg, this does not require coordination with the tax office. A location of the association in Baden-Württemberg could be considered, for example, if rehearsals are held in Baden-Württemberg (location for rehearsals). In order to prove to the sponsors that the association is active in Baden-Württemberg, it might be appropriate for the general meeting of the association to pass a resolution to open the section in Baden-Württemberg.
