Resignation of a private foundation board member: effectiveness, notice and orderly handover

A resignation is the member’s voluntary declaration that they no longer wish to hold office. It must be distinguished from the expiry of an agreed term and from removal by the competent body or the court. Each route has different requirements and should be documented separately.

Before the declaration is made, the current foundation deed and all effective amendments should be read. They may contain rules on appointment, term, representation, further bodies and the procedure after a member leaves. A bare email or a sentence in minutes does not automatically replace the legally relevant declaration.

The four-week period in section 24(3) PSG concerns the resignation of a supervisory board member. It must not be transferred to a private foundation board member without checking the applicable deed and rules.

The resignation should clearly identify the office being given up, the stated effective date and the addressee. It should be delivered to the private foundation in a way that proves receipt. The specific effectiveness must also be assessed against the foundation deed, any special rules and the wording of the declaration.

The private foundation and the competent commercial register court should not learn of the departure by accident. Proof of receipt, the required filings and the supporting documents should therefore be prepared separately. A register entry may update the registered position, but it does not automatically cure an unclear or undelivered declaration.

Until the position is clear, no new signing or representation powers should be assumed. Section 17 PSG, the foundation deed, the current board composition and the applicable representation rule remain decisive. If the date or wording is disputed, the foundation should preserve all competing versions.

Under section 17 PSG, the foundation board manages and represents the private foundation. When a member leaves, ongoing contracts, bank and signing rights, deadlines, proceedings, accounting, asset records and access credentials must therefore be handed over in an organised way. The handover is not merely administrative; it is part of reliable organ management.

The file should record which documents were handed over, which decisions remain open and who may handle them under the remaining representation rule. A former member must not silently continue to act for the foundation; conversely, the remaining board must not assume a power that does not follow from the board composition and deed.

Particular care is required for urgent payments, litigation deadlines and transactions involving board members. Before any action, representation power, approval requirements and conflicts of interest must be reviewed. A documented handover protects the foundation even if the exact resignation date is later disputed.

Section 15 PSG generally requires a private foundation board of at least three members. If a legally or deed-required member is missing after the resignation and the prescribed appointment route does not work, section 27 PSG may open the way to a court appointment.

An application should not merely assert that someone resigned. It should evidence the board composition before and after the departure, receipt of the declaration, the foundation deed, the representation position and the concrete urgency. It must also be checked whether the deed assigns appointment power to another body or person.

Court appointment is separate from the personal effectiveness of the resignation. Even where an application is required, the foundation must document the resignation, the handover and the representation that remains permissible until replacement.