Are your statutes WBTR-proof?
As of July 1st 2026, an important part of the transitional arrangement for the Management and Supervision of Legal Entities Act (WBTR) is coming to an end. This means that your articles of association must be WBTR-proof: provisions that do not comply with the WBTR will no longer be legally valid. It is therefore important for associations and foundations to check before that time whether their articles of association are in line with the new legislation.
Why WBTR?
The WBTR was introduced to better organize management and supervision by setting out clear agreements regarding responsibilities and decision-making. An important point of attention is the voting rights within the board: from July 1st 2026, any one director may not have more votes than all other directors combined. Are your articles of association already in line with these changes? If not, adjustments will be necessary. It may also be prudent to re-examine certain topics, such as conflicts of interest and agreements set out for the temporary or permanent absence of directors.
Get started
Amending articles of association often requires more preparation than expected. Think of internal decision-making, approval during a meeting and notarial records. Waiting until the last minute can therefore cause unnecessary time pressure. So please check in good time whether your articles of association are WBTR-proof. It is worth noting that while notarial adjustments are not mandatory, provisions set out in your articles of association that conflict with WBTR regulations will be no longer legally valid.
Consequences
Not being WBTR-proof could have unpleasant consequences. As mentioned above, certain statutory provisions will no longer be valid. Potentially leading to administrative decisions being called into question or legal conflicts may arise regarding the validity of decision-making procedures. Directors also run a greater risk of personal liability if problems arise with management or supervision practices.
WBTR-proof ahead of time
Are you unsure whether the articles of association in your organisation meet the requirements of the WBTR? Prolupa has the knowledge and skills to help your organization become WBTR future-proof. Feel free to contact us if you have any questions, we are here to help!