Private foundation board with a fixed term: term, renewal and register

Sections 14 to 17 PSG regulate the bodies of a private foundation, minimum membership, the appointment of the first foundation board, register filings, and the board’s management and representation. These provisions do not state one general number of years for every board mandate.

The actual end date must therefore be established from the foundation deed, its effective amendments and the appointment instrument. These documents may define the start, end, conditions for renewal or the process for a new appointment. An automatic renewal must not be assumed without reviewing the applicable wording.

If the end date is unclear or the instruments conflict, the foundation should carry out a version review before further board action. The register extract shows the recorded position, but it does not by itself resolve an ambiguous appointment rule.

The review should include the current foundation deed, all relevant amendments, the appointment resolution or appointment agreement and any acceptance of office. The current Companies Register extract should be added. Each document should be assigned to a clear version and date.

The foundation should document the planned renewal or new appointment before the end date. This includes the person or body responsible for the appointment, required resolutions, the proposed member’s acceptance and the evidence needed for the register filing.

An internal note saying that a member will “continue” is not a substitute for a traceable renewal or appointment instrument. If a required declaration or authority is missing, the board position remains unresolved.

A renewal builds on the existing office. Whether it is available, who must declare it and whether a new acceptance is required depends on the applicable foundation deed and appointment instrument. The records should make the new end date or term clear.

A new appointment assigns the office through a new appointment instrument to another person or to a person who was not previously appointed. Before acceptance, the statutory requirements for minimum membership, residence and exclusions must be reviewed. Section 15 PSG contains the relevant boundaries.

Both options must be kept separate from the actual end of the office and the register position. A prepared new appointment does not prove that it is already effective. Conversely, an outdated register entry does not by itself prove that the former office continues.

Under section 15(1) PSG, the foundation board must have at least three members. Two members must have their ordinary residence in a member state of the European Union or in a contracting state of the European Economic Area. These requirements must be reviewed against the proposed board composition.

Sections 15(2), 15(3) and 15(3a) PSG exclude certain beneficiaries, relatives and persons with specified interest connections from the foundation board. A new appointment must therefore not be based only on availability or professional experience.

Before filing, the person, office, appointment basis, acceptance and required evidence should be unambiguous. Any doubt about an exclusion rule should be resolved before the register application is made.

Under section 17(1) PSG, the foundation board manages and represents the private foundation. The handover should therefore list open resolutions, contracts, payment approvals, court and authority matters, asset records and access rights.

Section 16 PSG governs signing, while section 17(3) PSG provides for joint representation unless the foundation deed states otherwise. The foundation should record separately which signing and access rights apply until the end date and after the new appointment. A new power of attorney cannot conceal a missing appointment.

The handover should state the end date, documents delivered, open deadlines and responsible person. A comparison with the article on foundation board duties of care can help organise the ongoing work. The annual accounts file is discussed separately in annual accounts of a private foundation.

Section 15(5) PSG requires the respective foundation board members and their representation authority, as well as the expiry or amendment of that authority, to be filed in the Companies Register without delay. After an organisational change, the register position should therefore be compared promptly with the appointment records.

The filing must include publicly certified evidence of the appointment or change. The members must also submit their publicly certified specimen signatures. The exact filing form and any additional documents should be checked with the competent register court.

The register filing is a separate implementation step. It does not replace the review of the end date or the validity of the renewal or new appointment. The article private foundation register entries explains the register information in more detail.

If a member required by law or the foundation deed is missing after an office ends, this must be distinguished from a register update that is merely late. Section 27(1) PSG provides for court appointment of missing members on application or on the court’s own motion.

Whether there is an actual vacancy depends on effective departure, minimum membership, the foundation deed and the remaining board. The article on court appointment of a missing board member addresses this special situation.

Until the position is clarified, representation and resolution powers must not be inferred only from past practice. The foundation should keep the end date, instruments, handover, register position and urgent matters in one coherent record.