Can a Foundation Deed Be Amended by a Board Resolution?
Foundation Formation and Foundation Deed
Foundation Formation and Foundation Deed
Prepared by: Constantinople
A board resolution to amend a foundation deed is not always sufficient by itself. Determine whether the amendment changes the governing-body structure, representation arrangements or foundation purpose. These matters are not subject to identical conditions. Where the law requires a court order and supervisory-authority opinion, applying a new text solely on the strength of notarisation may cause legal problems. The founder's original intention remains important to the assessment.
The original deed and all amendments, current governing-body list, resolution book, proposed wording and specific reasons for the amendment are examined. Governing bodies unable to meet, vacant positions or provisions that have been impossible to implement for years must be documented. Merely wishing to make administrative decisions more easily does not provide justified grounds for every amendment. Provisions affecting beneficiaries or the purpose the founder wished to protect require more careful reasons.
Compare the existing and proposed text article by article to identify which body must pass a resolution and what must be requested from the court. If the body no longer has a decision-making quorum, the special procedure for resolving that deficiency is addressed separately. Filing proceedings is not assumed to bring the amendment into force; essential transactions under the existing deed may continue. Representation documents for founders or administrators abroad are prepared in advance.
Related Questions
Legal Bases
Are Organisational and Purpose Amendments the Same?
Changes to the number of administrators or representation arrangements and changes to the foundation's purpose may depend on different conditions. The reasons for the proposed wording, the founder's intention and effects on beneficiaries should be explained separately. Ratios in VGM's model deed do not replace your own deed or the law. Where the competent body cannot meet, the source of the deficiency and existing members' capacity are documented to identify the applicable special procedure.