Articles of Dissolution Nonprofit is a crucial legal document required when terminating a nonprofit organization's operations in Germany. This document becomes necessary when a nonprofit organization decides to cease operations, whether due to achievement of its mission, financial constraints, or other circumstances. It must comply with the German Civil Code (BGB), particularly sections 41-53, and the German Fiscal Code (Abgabenordnung). The document details the dissolution process, including the resolution for dissolution, appointment of liquidators, asset distribution plan, and measures for maintaining tax-privileged status during the dissolution process. It requires approval from the organization's governing body and must be filed with the German Registry Court (Registergericht) and tax authorities. The Articles of Dissolution Nonprofit must also address the distribution of remaining assets to other tax-privileged organizations as required by German nonprofit law.
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1. Organization Identification: Legal name, registration number, and registered address of the nonprofit organization
2. Resolution Declaration: Formal declaration of the dissolution decision, including date and reference to the member meeting where dissolution was approved
3. Legal Basis: Citation of relevant laws and organization's bylaws authorizing dissolution
4. Dissolution Process: Step-by-step process of dissolution, including timeline and responsible parties
5. Appointment of Liquidators: Names and contact information of appointed liquidators and their responsibilities
6. Asset Distribution: Detailed plan for distribution of remaining assets in accordance with nonprofit law and organization's statute
7. Tax Matters: Provisions for handling tax obligations and maintaining tax-privileged status during dissolution
8. Creditor Notice: Provisions for notifying and addressing claims of creditors
9. Final Reporting: Requirements for final financial statements and reports
10. Execution: Signature block for authorized representatives and liquidators
1. Employee Matters: Required if the organization has employees - addresses termination of employment contracts and related obligations
2. Ongoing Projects: Required if there are active projects - details handling of incomplete projects and transfers to other organizations
3. Property Transfer: Required if organization owns real estate - specific provisions for property transfer
4. Intellectual Property: Required if organization holds IP rights - provisions for transfer or termination of IP rights
5. Government Contracts: Required if organization has government contracts - provisions for termination or transfer
6. International Operations: Required if organization operates internationally - provisions for closing foreign operations
1. Resolution Minutes: Minutes of the meeting where dissolution was approved
2. Asset Inventory: Detailed list of all organizational assets and their current value
3. Creditor List: Complete list of all known creditors and outstanding obligations
4. Financial Statements: Final balance sheet and financial statements
5. Tax Clearance: Documentation of tax compliance and clearance from tax authorities
6. Beneficiary Organizations: List of charitable organizations designated to receive remaining assets
7. Regulatory Approvals: Copies of any required governmental or regulatory approvals
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