Founder dies: what remains in the private foundation for bodies, rights and amendments

Under section 1 PSG the private foundation is a separate legal person. Shares, real estate, securities and accounts owned by the foundation do not become estate assets on the founder death.

Organ offices are not inherited either. The existing board continues its tasks under section 17 PSG. Its authority follows appointment and the foundation declaration rather than the personal authority of the deceased founder.

In practice, combine the death certificate, current register extract, appointments, bank authorities and all versions of the governing documents. This identifies which functions continue and where a personal power has ceased.

Section 3(3) PSG excludes transfer of shaping rights to legal successors. A reserved amendment or revocation right cannot be exercised merely because a person is an heir.

For several original founders, the exercise arrangement requires separate review. Surviving co-founders may retain their own rights. Whether they act alone, jointly or under a staged arrangement follows from the foundation deed.

Appointment, nomination and approval rights should be reviewed individually. A clause may be personal to the deceased founder or vested in a continuing body. A general reference to family rights does not answer the question.

The board checks whether all prescribed members remain in office with valid representation. A personal appointment right of the founder may leave a gap. The declaration should contain a replacement mechanism.

If prescribed members are missing and the intended appointment route does not work, the court may appoint them on application or on its own initiative under section 27(1) PSG. Court involvement does not replace a full review of the governing scheme.

Beneficiary identification and other organ rights must also remain operational. Our topic on founder rights and amendment helps distinguish personal rights from permanent organ powers.

The death of a founder does not give the foundation board a free amendment power. Section 33(2) PSG permits only an adjustment to changed circumstances where the founder route is unavailable, the purpose is preserved and the court approves.

Death may explain why the prior amendment route is unavailable. The specific clause still requires changed circumstances. The Supreme Court asks whether the original implementation of the founder intention can no longer reasonably work or whether a different rule would have been adopted under the new circumstances.

The amendment takes effect only on commercial register entry. Our article on court-approved amendment under section 33 PSG explains the narrow route.

Beneficiaries retain the status conveyed by the effective declaration or a valid identification. The death of the founder does not automatically enlarge information rights or distribution claims.

Family members may contribute knowledge and expectations. Without an organ right they cannot resolve matters for the foundation or give binding instructions to the board.

Organised communication should explain which rights continue, which decisions are pending and who has authority. This prevents grief, estate disputes and foundation management from becoming one undefined conflict.