Pre-foundation orders goods: liability before registration

Section 7(1) PSG separates formation from coming into existence. The foundation declaration establishes the private foundation. Legal personality begins only with registration in the Companies Register. The period between the declaration and registration must therefore be kept distinct from the life of the registered legal entity.

For a goods order, that point in time must be established precisely. The register position and the date of the order are central. A signed foundation deed does not replace registration.

Section 7(2) PSG covers acts performed in the name of the private foundation before registration in the Companies Register. The statutory consequence is joint and several liability of the persons acting. In a purchase, this concerns the statement made to the supplier when the future private foundation is named as contracting party.

The issue therefore does not depend only on who later joins the foundation board. It attaches to the specific act before registration and to the way the act was presented in the name of the private foundation. Later registration does not change the original timing of the act.

Review the order, offer, order confirmation and signature. These records should show who ordered, for whom the order was placed and when the statement was made. Emails, ordering portals and delivery arrangements may also clarify the sequence.

The internal label pre-foundation does not answer these questions. Nor does later registration settle the position if the order was already submitted. The contractual documents and the register chronology must be read together.

Registration creates the private foundation as a legal entity. Section 7(2) PSG addresses liability for acts before that point. Whether an order should be continued, confirmed, amended or ended after registration must be assessed separately under the specific contract and the statements made by those involved.

Before payment or acceptance of further deliveries, review the order, goods, price, due date and current authority to act. A new order after registration is a separate event from the earlier order.

The foundation deed, the register extract and the order belong in one chronology for the initial review. Also secure the offer, order confirmation, invoice, delivery record, payment records and communications with the supplier.

The file should answer three questions: When was the order placed, who acted and in whose name was the statement made? If one question remains open, record it expressly before further statements are made.

If several persons acted in the name of the private foundation before registration, section 7(2) PSG refers to joint and several liability. Internal task allocation or the expectation that the foundation will later take over does not replace a review of each signature and statement.

With several participants, assess the order, authority, communications and delivery together. Only then can the file show which persons contributed to which statement and which issues still need clarification with the supplier.