Cooperative Law
In recent years, DSC Legal has developed particular expertise in providing legal advice and support to young cooperatives and their housing construction projects. For example, our lawyers have advised the Erste Mitarbeiterwohnungsbaugenossenschaft “Job & Wohnen" Berlin eG (First Employee Housing Cooperative) on all cooperative law issues since its foundation in 2019, thereby acquiring in-depth expertise in this specific area of law.
We assist clients in the formation of cooperatives, the admission of new members, the preparation and implementation of general meetings, amendments of the by-laws, applications for entry in the cooperative register, equity and debt financing measures, transfer of interests and represent them in and out of court in dispute proceedings.
Our areas of expertise in the context of forming a cooperative include in particular:
- Drafting of the initial cooperative by-laws,
- Preparation of the general meeting to establish the cooperative and drafting of the minutes,
- Drafting of powers of attorney to be granted by founding members,
- Creation of the original list of members in accordance with Sec. 30 of the German Cooperatives Act (GenG),
- Drafting of the application for entry in the cooperative register and support during the registration process (incl. preparation of the notary appointment),
- Drafting of the model “declaration of accession,”
- Support during the review process at the competent auditing association to obtain the clearance certificate in accordance with Sec. 11 (2) No. 3 GenG,
- Application for registration of the beneficial owners of the cooperative in the German Transparency Register,
- Drafting of rules of procedure for the management board,
- Support in setting up a bank account for the cooperative,
- Drafting of a template for business letters of the cooperative in accordance with Sec. 25a GenG.
Key consulting topics in the ongoing business operations of a registered cooperative are:
- Amendments of cooperative by-laws,
- Changes to the management board due to resignation or dismissal and registration in the cooperative register,
- Exclusion of cooperative members,
- Draft agreements for the transfer of interests in the cooperative by members to new or existing members and notification letters to the management board,
- Drafting of agreements for the admission of so-called investing members and corresponding drafting of by-laws,
- Drafting of rental or permanent use agreements regarding cooperative apartments,
- Drafting of agreements on member loans (with/without subordination),
- Drafting of agreements on profit-participating loans, profit participation rights, and silent partnerships (typical and atypical) between the cooperative and (non-)members,
- Advice on the preparation, convening, and holding of general meetings (drafting of letters of convocation and agendas, voting proxies, minutes of meetings, lists of participants, cooperative register entries, etc.),
- Advice on updating the list of members in accordance with Sec. 30 GenG following the admission of new members or the departure of members,
- Advice to management board on the preparation and implementation of board resolutions (incl. drafting of resolution minutes).