Comparative legal analysis of merger rules concerning associations in the EU : final report.
Date: 2023-06-27
Institutions: Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs
Subjects: EU Member State, association, comparative analysis, cross-border dimension, legal status, legislation, report

Comparative Legal Analysis of 
Merger Rules Concerning 
Associations in the EU 
Final Report 

[Written by Spark Legal and Policy Consulting] 
[May - 2023] 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROPEAN COMMISSION 

Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs 
Directorate Grow G — Ecosystems II: Tourism & Proximity 
Unit G 2 — Proximity, social economy, creative industries 

E-mail:  GROW-SOCIAL-ENTERPRISE@ec.europa.eu 

European Commission 
B-1049 Brussels 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EUROPEAN COMMISSION 

Comparative Legal Analysis of 
Merger Rules Concerning 
Associations in the EU 

Final Report  

Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs 

Ecosystem II: Tourism & Proximity   

2023 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Manuscript completed in May 2023 

1st edition 

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Final Report 

Table of Contents 

Table of Contents ....................................................................................................... 5 

1.  Synthesis ............................................................................................................. 7 

1.1. 

Introduction .......................................................................................................... 7 

1.2.  Applicable merger rules concerning associations in the EU ......................... 7 

1.3.  Member States with merger rules for associations ...................................... 11 

1.3.1.  General provisions ................................................................................................. 11 
1.3.2.  Fairly general provisions ....................................................................................... 12 
1.3.3.  Specific provisions ................................................................................................. 12 

1.4.  Member State without merger rules for associations ................................... 14 

1.5.  The merger and demerger of associations in a cross-border context ....... 15 

1.5.1.     Merger rules concerning associations addressing the cross-border context in 
the EU ..................................................................................................................................... 15 
1.5.2.  Distinction between incoming and outgoing mergers in merger rules ........... 16 

2.  Research Tables ............................................................................................... 18 

2.1.  Austria ................................................................................................................. 18 

2.2.  Belgium ............................................................................................................... 20 

2.3.  Bulgaria ............................................................................................................... 22 

2.4.  Cyprus ................................................................................................................. 25 

2.5.  Czech Republic .................................................................................................... 26 

2.6.  Germany .............................................................................................................. 28 

2.7.  Denmark .............................................................................................................. 35 

2.8.  Estonia ................................................................................................................. 36 

2.9.  Greece ................................................................................................................. 38 

2.10. 

Spain ................................................................................................................ 39 

2.11. 

Finland ............................................................................................................. 41 

2.12. 

France .............................................................................................................. 42 

2.13. 

Croatia ............................................................................................................. 44 

2.14. 

Hungary ........................................................................................................... 46 

2.15. 

Ireland .............................................................................................................. 49 

2.16. 

Italy .................................................................................................................. 53 

2.17. 

Lithuania .......................................................................................................... 55 

2.18. 

Luxemburg ....................................................................................................... 57 

2.19. 

Latvia ............................................................................................................... 58 

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2.20.  Malta ............................................................................................................... 60 

2.21. 

Netherlands ..................................................................................................... 61 

2.22. 

Poland .............................................................................................................. 62 

2.23. 

Portugal ........................................................................................................... 64 

2.24. 

Romania ........................................................................................................... 66 

2.25. 

Sweden ............................................................................................................ 68 

2.26. 

Slovenia ........................................................................................................... 70 

2.27. 

Slovakia ............................................................................................................ 72 

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Final Report 

1. Synthesis 

1.1.  Introduction 

This study sets out a synthesis (Section 1) of the findings of the research carried out on the 
existence  of  rules  concerning  the  merger  and  demerger  of  associations  among  Member 
States  of  the  EU  (hearinafter  “Member  states”).  Further  detailed  informaztion  on  those 
national rules is developped in the Research Tables (Section 2). 

In  this  study  ”association”  is  defined  as  a  private  legal  entity  with  a  membership-based 
model that pursues a non-profit purpose and cannot distribute profits to its stakeholders. 
Nevertheless, provided that the above conditions are met, an association can also conduct 
economic activities and generate profits which are however used to attain its purpose. 

Section  1.2  sets  out  the  different  legal  regimes  regulating  the  merger  of  associations  at 
national level in a summary table. 

Section  1.3  details  the  different  forms  of  legislation  identified  in  Member  States  where 
merger rules for associations are in force.  

Section 1.4 provides instead additional explanations regarding Member  States where no 
merger rules for associations have been identified.  

Section 1.5 provides a general conclusion of the findings laid on the previous points.  

Finally, Section 1.6 sets out the rules regulating the merger of associations in a cross-border 
context. 

1.2.  Applicable merger rules concerning associations in the 

EU 

This section sets out the different applicable merger rules applicable to associations in the 
EU which are summarised in the table below. 

For the purpose of this study, the following distinction applies to the summary table below:  

-  General provisions1: Provisions designed for the r all types of legal entities in general. 

-  Fairly general provisions2: Provisions designed specifically for the non-profit sector3, but 
not  specifically  targeted  to  associations,  as  they  can  entail  other  legal  forms  of  non-
profits. 

-  Specific provisions4: Provisions specifically designed for associations. 

1 Germany and Portugal. 
2 Malta, Bulgaria, and Hungary. 
3 It includes entities that do not operate for the benefit of themselves but use profits in the pursuit of their purpose. 
4 Slovakia, Belgium, Czechia, Latvia, Lithuania, Estonia, Croatia, Italy, France, Romania, Spain 

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Summary Table 

Does a legislation 
address merger rules 
for associations in this 
Member State exist? 

Is it 
specific, 
fairly 
general 
or 
general? 

Does it 
address 
the 
cross-
border 
context? 

Is there 
any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Main substantial features of the provision(s) 
governing the merger or division 

Austria 

No 

n/a 

n/a 

n/a 

n/a 

Yes 

Specifc 

No 

No 

Belgium 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more  associations.  Members  of 
the  absorbed 
association 
their  previous  status,  unless 
provided otherwise by the merger agreement. 

lose 

Bulgaria 

Yes 

Fairly 
general 

No 

No 

Any  non-profit  merger  should  be  notified  and 
approved by the relevant organism. 

Cyprus 

No 

n/a 

n/a 

n/a 

n/a 

Yes 

Specific 

No 

No 

Yes 

General 
and 
Specific 

Yes 

Yes 

Czech 
Republic 

Germany 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more  associations.  All  members  of  the  absorbed 
the 
association  are  granted  membership 
absorbing association if the statutes do not stipulate 
otherwise. 

in 

Merger  rules  for  associations  embed  in  a  general 
legislation  providing  merger  rules  for  all  legal 
entities.  

Merger possible by absorption (transfer of assets to 
another legal entity) or by reconstitution (creation of 
a new legal entity that will receive the assets of the 
merging associations). 

Division possible by transfer of a part of the asset of 
an association to other legal entities, which allows its 
existence post-division. 

Denmark 

No 

n/a 

n/a 

n/a 

n/a 

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Final Report 

Summary Table 

Estonia 

Yes 

Specific 

No  

No 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more  associations.  Merger  and  demerger  shall  be 
notified to the relevant organism. 

Greece 

No 

n/a 

n/a 

n/a 

n/a 

Yes 

Specific 

No 

No 

Spain 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more associations. 

Finland 

No 

n/a 

n/a 

n/a 

n/a 

Yes 

Specific 

No 

No 

Yes 

Specific 

No 

No 

France 

Croatia 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more associations. Any dissolution of an association 
following a merger shall be approved by Decree. 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more associations. Any merger or demerger should 
be notified and approved by the relevant authority. 

Hungary 

Yes 

General 
and 
Fairly 
general 

No 

No 

Majority  of  non-profit  organisations  are  considered 
as  civil  organisations,  which  merger  rules  apply  to 
associations.  Any  merger  should  be  notified  and 
approved by the relevant organism. 

Ireland 

No 

n/a 

n/a 

n/a 

n/a 

Yes 

Yes 

Italy 

Lithuania 

Luxembourg 

No 
(Draft 
law) 

General 
and 
Specific 

General 
and 
Specific 

Fairly 
general 

Yes 

Yes 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more associations. Any merger or demerger should 
be notified and approved by the relevant authority. 

No 

No 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more associations. 

No 

No 

Merger and demerger should be  possible in the form 
of a universal succession agreement between two or 
more associations. 

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Final Report 

Summary Table 

Latvia 

Yes 

Specific 

No 

No 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more  associations.  All  members  of  the  absorbed 
association  are  granted  membership 
the 
absorbing association. 

in 

Malta 

Yes 

Fairly 
general 

No 

No 

Any  non-profit  merger  should  be  notified  and 
approved by the relevant organism. 

Netherlands 

No 

n/a 

n/a 

n/a 

Poland 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

Yes 

General 

Yes 

Yes 

Yes 

Specific 

No 

No 

Portugal 

Romania 

Statute  of  the  associations  regulate  mergers.  The 
merger shall comply with the laws of the states of the 
headquarters  of  each  associations  involved  in  the 
process. 

Merger and demerger are possible in the form of a 
universal  succession  agreement  between  two  or 
more  associations.  The  decision  approving  the 
merger  or  demerger  of  the  association  must  be 
adopted  by  at  least  2/3rds  of  the  members  in  a 
general  meeting,  and  then  notified  to  the  relevant 
authority. 

Sweden 

No 

n/a 

n/a 

n/a 

Slovenia 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

Slovakia 

Yes 

Specific 

No 

No 

Merger  is  possible  in  the  form  of  a  universal 
succession  agreement  between 
two  or  more 
associations. Division of associations is forbidden. 

As  outlined  in  the  table  above,  in  most  Member  States,  it  is  possible  for  associations 
according  to  applicable  rules  under  national  law  to  merge  (and  demerge).  However,  the 
legislation establishing merger rules for associations is uneven. In this regards, four main 
tendencies have been identified among the EU 27 undepinning the analysis conducted in 
this study : 

-  Some jurisdictions have opted to apply provisions designed for  all types of legal entities 

to associations, which have been qualified in this study as general provisions. 

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-  Other countries have a regime that is designed specifically for the non-profit sector, but 
not  specifically  targeted  to  associations,  as  it  can  entail  other  non-profit  legal  forms 
(such as foundations and trusts). For this study, we have qualified them as fairly general 
provisions. 

-  Almost half of EU Member States have, however, chosen to apply provisions uniquely 

designed for associations, that we have qualified as specific provisions. 

-  Finally, some countries do not have provisions in their legal systems regarding mergers 
and  demergers  of  associations.  They  have  then  be  categorised  in  Member  States 
without merger rules for associations.5 

1.3.  Member States with merger rules for associations 
If  most  Member  States  are  equipped  with  a  piece  of  legislation  establishing  a  legal 
framework  for  associations,  the  nature  of  these  provisions  differs  from  one  country  to 
another. As described in the summary table, their scope can be general, meaning that they 
apply to associations the same merger rules as for a wide range of other legal entities, fairly 
general, meaning that it is designed for the non-profit sector in general, or specific when it 
only addresses associations. 

1.3.1.  General provisions 

Only Germany and Portugal apply the same merger rules to associations as to  other legal 
entities.   

In Germany, merger rules for associations can found in the Umwandlungsgesetz6 (UmwG), 
which regulates all the transformations of legal entities having their seats within the country. 
Therefore, this Member State has opted for a regime that covers the topic of mergers and 
demergers in general, rather than including associations in a general regime set up for civil 
or commercial law. Associations having their seat in German territory can merge either by 
absorption;  that  is  to  say  by  transfering  their  assets  to  another  legal  entity  that  already 
exists, or by reconstitution; that is to say by creating a brand new legal entity to which the 
assets or two or more existing associations will be transferred. Furthermore, an association 
can demerger by dividing its assets to at least two other associations (Aufspaltung) 7. In this 
case, the transfer takes place thanks to a singular succession. It is interesting to note that 
German law provides that associations can also demerge by transfering only a part of their 
assets, which allows them to still exist after this process (Abspaltung and Ausgliederung) 8. 
This is a legal feature that has been found exclusively in Germany in regards to demerger 
of associations. For comparative purposes, it must be  noted that German associations can 
take the form of a limited liability company (GmbH). 

Instead in Portugal, it is a Civil Code provision9 that applies to mergers and demergers of 
associations.  Its  provisions  are  rather  broad  as  they  give  the  freedom  to  associations  to 
regulate merger and demerger rules in their own statute. The only requirement provided by 
Portuguese law is that associations should act in accordance with the terms of the laws of 
the states of the headquarters of each of the associations that will be merged. 

Therefore,  it  can  concluded  that  Member  States  in  which  the  mergers  of  associations  is 
provided for by general provisions, diverse requirements are applicable, with different levels 
of detail in their legal frameworks. Moreover, these national provisions do not open the door 
to the same range of possibilities to merge or demerge (see Germany where a merger can 
be by absorption or by reconstitution and a demerger can be by universal succession or 
partial succession compared to Portugal where the law has a lower level of detail and only 

5 However, the absence of legislation doesn’t mean that it is impossible for associations to merge or demerge in these Member States. 
6 English translation : Transformation Act, available here : https://www.gesetze-im-internet.de/umwg_1995/ (in German), and here :   
http://www.gesetze-im-internet.de/englisch_umwg/englisch_umwg.html#p0794 (in English).   
7 §123 sub-section 1 of the UmwG 
8 §123 sub-section 2 and sub-section 3 UmwG 
9 Article 33, Portuguese Civil Code, available in Portuguese at: Código Civil - CC | DRE 

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provides for the general freedom to merge and demerge), the German legal approach being 
noted as the most complete one in comparison to the rather quiet Portuguese legislation. 

1.3.2.  Fairly general provisions 

Other jurisdictions, although few (BG, HU and MT) have opted for a narrower spectrum, 
and  passed  legislation  laying  down  merger  rules  that  apply  to  non-profit  legal  entities  in 
general. The scope of these provisions differs from one country to another.  

In  Malta,  the  Voluntary  Organisations  Act  applies  to  foundations,  trusts,  associations  of 
persons  or  temporary  organisations.  It  is  rather  brief  on  the  merger  or  demerger 
requirements  or  procedure,  and  only  precise  that  such  operation  shall  be  notified  to  the 
relevant organism. 

In Bulgaria, the Non-Profit Legal Entities Act provides a special procedure for the merger 
and demerger of all non-profit entities. Such operation, as in most Member States, shall be 
declared and recorded by the relevant national authority, but the Bulgarian legal system, as 
opposed to other jurisdictions, seems to be particularly stringent with this requirement as 
the registration procedure is detailed in the Commercial Register and Register of Non-Profit 
Legal Entities Act, in the Civil  Procedure Code  as well as in the Directive of 14.02.2007 . 

In Hungary, although the Civil Code sets out general merger rules for associations, the Civil 
Act, which regulates the operations of all non-profit entities, provides more precise rules. 
According to this law, all non-profit entities, with some minor exceptions, shall be considered 
as civil organisations, which is the case for associations. In this Member State, it is hence 
the merger rules of civil organisations that applies to merger rules of associations. Such 
operations are detailed in the aforementioned legisltion, and precises that, as in Malta and 
in Bulgaria, it should be duly notified to the relevant organism. 

To conclude, the above findings suggest that the requirements in Member States adopting 
this fairly general approach is to apply the same merger rules to any legal entity that has a 
social  or  public  purpose  and  that  has  a  non-profit  scope.  The  rules  for  notifying  to  the 
national organism in charge have been found to be more or less stringent depending on the 
Member State. However, the possibilities to merge and demerge for associations seem to 
be broadly similar in the countries that have chosen this option. 

1.3.3.  Specific provisions 

About half of the EU Member States (BE, CZ, EE, ES, FR, HR, IT, LT, LV, RO and SK) 
have specific rules in place addressing mergers of associations. The most common legal 
framework  applied  in  these  countries  is  to  allow  mergers  and  de-mergers  in  the  form  a 
universal succession agreement between two or more associations. Practically, it means 
that  the  merger  takes  place  through  the  absorption  of  an  association  by  an  absorbing 
association,  which  allows  to  transfer  all  rights  and  liabilities  as  an  entirety,  rather  than 
individually.  

However, in Slovakia, it is interesting to note that, while the Act on Citizens Associations 
from 1990 10 allows mergers of associations, it is currently not possible for associations to 
de-merge.  Indeed, from a literal point of view, the Slovak term used in this legislation (which 
translates in English to “amalgamation”)  does not ecover the possibility for division, that is 
to say to demerge.  

In all the other countries, apart from Slovakia, (BE, CZ, EE, ES, FR, HR, IT, LT, LV, RO), 
the merger and demerger rules follow the same principle, and only differ in the procedures 

10 Available at: https://www.ilo.org/dyn/natlex/natlex4.detail?p_lang=en&p_isn=99932&p_country=SVK&p_classification=02 

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to follow for the merger or the demerger to be effective. Voting requirements, notification 
requirements,  documents  to  be  attached  to  the  merger  agreement  and  the  status  of  the 
members of the absorbed association constitute the main points of comparison.  

In Belgium, the operation needs to be published in the “Annexes du Moniteur Belge”. The 
members of the absorbed association lose their previous status, unless provided otherwise 
by the merger agreement. 11 

In  Czech  Republic,  the  minimum  content  of  the  merger  agreement  is  laid  down  by  the 
Section 274 to 302 of the Czech Civil Code 12, which must include a statement of all assets 
and liabilities, and a report explaining the reasons and the consequences of the merger or 
demerger.  Such  agreement  must  be  registered  to  the  public  register  of  associations.  As 
opposed to Belgium, all members of the absorbed association are granted membership in 
the absorbing association if the statutes do not stipulate otherwise. 

In Latvia, the Associations and Foundations Law13 adopt the same approach and grants 
membership in the absorbing association to the members of the absorbed entity. Additional 
details,  in  line  with  the  general  requirements  of  other  countries  regarding  merger 
procedures, can be found in guidelines. 14 It is also observable in France, where the Law on 
the Contract of Association15 provides that the members of the dissolving association shall 
be granted membership in the association resulting from the merger or demerger. 

The Czech procedure is also very reminiscent of the provisions of the Lithuanian Law on 
Associations 16,  the  latter  setting  additional  requirements  to  control  the  identity  and  the 
authority of the person submitting the merger or demerger application. 

In  Estonia,  the  law  remains  silent  regarding  the  status  of  the  member  of  the  absorbed 
association, but the merger procedure follows the requirements observed in other Member 
States,  and  provides  that  the  merger  or  demerger  shall  be  notified  in  the  non-profit 
associations  and  foundations  register 17.  It  must  be  observed  that  this  requirement  is  of 
particular relevance, as Estonian law prohibits merger of associations that are not registered 
in the aforementioned register.  

In  Croatia,  the  law  on  associations18  provides  that  any  merger  or  demerger  should  be 
notified  and  accepted  to  the  administrative  authority  responsible  of  the  Register  of 
Associations, which is a similar requirement than observed in the other EU countries. 

In Italy, the Civil code19 provisions remain in the line of the general requirements previously 
expressed, and require the merger operations to be registered in the Register where they 
are signed up to acquire the legal personality. 

In  Romania,  the  Ordinance  of  30  January  2000 20  lays  down  similar  registration 
requirements,  but  precises  that  the  decision  approving  the  merger  or  demerger  of  the 
association must be adopted by at least two third of the members in a general meeting.  

In Spain, the merger requirements differ, and additional specifications are indicated. In the 
event  of  a merger  of  two  or  more  associations,  it is  required  that  the  merger  application 
must be signed by any of the representatives of the affected associations, while of a merger 

11 Belgian Companies and Associations Code, Available at: LOI - WET (fgov.be) 
12 Czech Civil Code, Available at: http://obcanskyzakonik.justice.cz/images/pdf/Civil-Code.pdf 
13 Available in LV at: https://likumi.lv/ta/id/81050-biedribu-un-nodibinajumu-likums 
   Available in EN at: https://likumi.lv/ta/en/en/id/81050 
14 Available in LV at: https://www.ur.gov.lv/lv/registre/organizaciju/biedriba/reorganizacija/pievienosana/ 
   Available in EN at: https://www.ur.gov.lv/en/register/organization/association/reorganisation/acquisition/ 
15 Available in FR at: Loi du 1er juillet 1901 relative au contrat d'association - Légifrance (legifrance.gouv.fr) 
16 Article 17. Specific features of the restructuring and termination of associations. https://e-
seimas.lrs.lt/portal/legalAct/lt/TAD/TAIS.226938/asr 
  https://e-seimas.lrs.lt/portal/legalAct/lt/TAD/887e4001a91711ecaf79c2120caf5094?jfwid=16u850xjmx.  
17 Non-profit Associations Act, Available at : http://obcanskyzakonik.justice.cz/images/pdf/Civil-Code.pdf 
18 Pages 21, 40, 85-86, available here: 
https://udruge.gov.hr/UserDocsImages/dokumenti/Vodi%C4%8D%20za%20osnivanje%20udruge%20i%20uskla%C4%91ivanje%20s%20no
vim%20propisima%20-%20New.pdf. 
19 Available at: Gazzetta Ufficiale 
20 Available at : Romania - Ordonnance no 26 du 30 janvier 2000 sur les associations et les fondations. (ilo.org) 

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by  absorption,  the  application  must  be  signed  by  the  representative  of  the  absorbing 
association. 

In conclusion, these findings suggest a common  approach whereby merger agreements 
are required to be adopted by a majority during a meeting of the association’s members. In 
order  to  be  valid,  the  operation  must  then  be  communicated  to  and  registered  with  the 
relevant  national  authoriy.  The  status  of  the  members  of  the  absorbed  association  differ 
among  the  laws  of  these  Member  States,  some  chosing  to  grant  them  automatic 
membership to the absorbing association, some leaving it up to the absorbing association’s 
members to decide. For faciliatation purposes, it is interesting to note that soft law in the 
form of guidelines often provides additional information regarding the procedure to follow 
and the documents to attach to a merger agreement. 

1.4.  Member State without merger rules for associations 
In some Member States, no legislation governing mergers and demerger of associations 
has been identified in  law (AT, CY, DK, EL, FI, IE, LU, NL, PL, SE and SI).  

In Austria, the merger control law in force21 does not distinguish between undertakings and 
associations.  However,  associations  are  specifically  subject  to  the  Austrian  Associations 
Act22, that does not allow mergers following the form of a universal succession. In order for 
associations to merge or demerge in Austria, they must hence use a singular succession 
agreement, which means that the transfering association needs to be dissolved and transfer 
its assets and liabilities to another associations.  

In Sweden, it is worth noting that the change of shareholder that a merger or a de-merger 
would  imply  is  prohibited,  apart  from  a  few  exceptions  provided  for  limited  liability 
companies or cooperative associations. Case law has discussed whether these exceptions 
could potentially be applied to associations, which has been denied by the Court of Appeal 
in  a  2012  ruling.  The  only  possibility  for  associations  to  merge  is  hence  to  liquidate  and 
transfer their assets to another existing association, or by setting up a new association that 
will receive the assets of two or more liquidated associations. 

In Denmark, the law is rather quiet regarding the topic of this study, but in practice, nothing 
forbids associations to merge and demerge23. Although similar to the Swedish legal system, 
the Danish one does not formaly exclude the possibility to extend the application of general 
competion law rules to merger and demerger of associations. 

In Ireland instead, in the absence of a specific legal framework regulating associations, they 
often  in  practice  take  the  form  of  a  Company  Limited  by  Guarantee  (CLG)  but    adopt 
charitable status (as regulated by the Charity Act 2009 24). Therefore in Irish law, the merger 
rules  applicable  to  companies  as  laid  down  in  the  Company  Act  2014 25  also  apply  to 
associations by extension if the association has adopted the form of a CLG. Guidance 26 is 
available to facilitate this process, while providing additional information. Associations can 
hence merge or demerge by transfering their assets to another association. The transfer of 
the assets provokes the liquidation of the association. The merger rules for companies then 
apply for associations in Ireland. 

The Netherlands does not distinguish associations from undertakings. As a matter of fact, 
Dutch competition law applies to associations, and merger rules applied to undertakings 
should  be  considered  as  well  for  associations.  In  practice,  it  is  hence  possible  for 
associations to merge and de-merge, following undertaking rules. The main requirement is 

21 Austrian Cartel Act, Available at: https://www.bwb.gv.at/fileadmin/user_upload/PDFs/Cartel_Act_2005_Sep_2021_english.pdf 
22 https://www.ris.bka.gv.at/GeltendeFassung.wxe?Abfrage=Bundesnormen&Gesetzesnummer=20001917 
23 https://www.retsinformation.dk/eli/lta/2021/360#id920b0364-6a64-44d5-aba4-f44beccc5c22. 
24 Consolidated version available at: https://revisedacts.lawreform.ie/eli/2009/act/6/revised/en/html. 
25 Consolidated version available at: Companies Act 2014 (irishstatutebook.ie) 
26 Charities Regulator, Guidance on winding up a charity, revised February 2021, available at : 
https://www.charitiesregulator.ie/media/1670/guidance-on-winding-up-a-charity.pdf. 

14 

 
 
 
 
Final Report 

to get the approval of the Dutch Consumer and Market Authority, as it is forbidden to merge 
or de-merge for an association without notifying the latter at least four weeks in advance.  

In  Cyprus  as  well  as  in  Greece  and  in  Finland,  no  legislation  relating  to  merger  rules  of 
associations has been identified. 

Similarly, in Poland, only provisions regarding the possibilities for foundations to merger and 
de-merge are currently in place.  

In  Slovenia,  it  is  interesting  that  although  there  is  a  chapter  dedicated  to  non-profit 
associations    in  the  Companies  Act 27,  their  merger  is  not  envisaged  by  the  provision. 
Moreover,  a  proposal  for  amendment  of  the  Companies  Act 28  is  being  examinated.  It  is 
supposed to transpose two European Directives 29 and introduce new merger rules, but their 
scope  will  most  likely  be  limited  to  undertakings,  given  the  content  of  the  Directive  the 
amendment is transposing. As in Slovenia nothing indicates that an association can take 
the form of a company, as opposed to German or Irish law where they can take the form of 
limited  liability  companies,  this  transposition  will  probably  not  provide  associations  in 
Slovenia with a set of merger regulations. 

In Luxembourg as well, a draft law is being elaborated, and should facilitate merger and 
demergers of associations through a transfer of assets and liabilities.  

To conclude, it is worth emphasising that, although not every Member State is equipped 
with merger rules for associations, the mere absence of a legal framework in that regard 
does not necessarily equate to the impossibility for the associations to actually merge or 
de-merge in practice in those Member States. 

Furthermore,  on  top  of  the  Luxembourgish  reform  that  will  introduce  new  merger  rules, 
some  Member  States  have  a  legal  framework  that  establish  merger  rules  for  other  legal 
entities, which, potentially, could be easily extended to associations and bridge the existing 
gap provided that the Member States concerned expressly adopt this approach by law. 

1.5.  The merger and demerger of associations in a cross-

border context 

If in most of the Member States (16 out of 27), the legal framework mentions merger rules 
applicable  to  associations  in  a  national  context,  fewer  have  specifically  envisaged  the 
possibility  for  the  associations  to  merge  and  demerge  in  a  cross-border  context.  In  this 
study, we have adopted a distinction between outgoing mergers and incoming mergers. A 
merger is considered as outgoing when the association of the Member State merges with 
an association in a foreign country. On the other hand, a merger is regarded as incoming if 
an association from a foreign country merges with in an association of the Member State in 
question. 

1.5.1.  Merger rules concerning associations addressing 

the cross-border context in the EU   

Only in Italy and in Portugal, the legislator has envisaged the possibility for associations to 
merge or de-merge in a cross border context. In Germany, this possibility is only offered, to 
associations having the form of limited liability companies .  

27 Available at: http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO4291. 
28 https://e-uprava.gov.si/drzava-in-druzba/e-demokracija/predlogi-predpisov/predlog-predpisa.html?id=14371. 
29 Directive (EU) 2019/1151 of the European Parliament and of the Council of 20 June 2019 amending Directive (EU) 2017/1132 regarding the 
use of digital tools and procedures in the field of company law (32019L1151) and Directive (EU) 2019/2121 of the European Parliament and 
of the Council of 27 November 2019 amending Directive (EU) 2017/1132 on cross-border transformations, mergers and divisions 
(32019L2121) 

15 

 
 
 
 
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In Italy and in Portugal, similar dispositions are found in the Law of 31 May 1995 (Italy) and 
in the Portuguese Civil Code 30, as both allow cross-border merger of associations as long 
as they do not contravene to the law of the State that is concerned by the operation.  

In  Germany    this  possibility  is    provided  for  by  the    “Gesetz  zur    Umsetzung  der 
Umsetzungsrichtlinie  und  zur  Änderung  weiterer  Gesetze”31  and  by  the  “Gesetz  zur 
Umsetzung  der  Bestimmungen  der  Umwandlungsrichtlinie  über  die  Mitbestimmung  der 
Arbeitnehmer  bei  grenzüberschreitenden  Umwandlungen,  Verschmelzungen  und 
Spaltungen”32  transformation,  which  introduced  new  merger  and  demerger  rules,  by 
transposing the EU relevant Directive33. They introduce new cross-border merger rules for 
several forms of companies, including limited liability companies. As it has been explained 
in  2.1.1,  German  associations  have  the  possibility  to  take  the  form  of  a  limited  liability 
company  and  consequentely,  at  least  for  them,  the  existing  legal  framework  provides 
indirectly  for    merger  rules  in  a  cross-border  context  based  on  the  condition  that  the 
association  changed  its  legal  form  as  the  association  would  need  to  take  the  form  of    a 
limited liabiliy company before the new merger rules would be applicle. As Irish associations 
adopt a similar legal form (i.e. the form of company limited by guarantee), it can be expected 
that once Ireland communicates its transposing measure for the aforementioned Directive, 
a similar result will be reached. 

Although  Estonia  does  not  allow  associations  to  merge  in  a  cross-border  context,  it  is 
interesting to emphasise that its legislation is not silent oh on the topic. Indeed, the Non-
profit  Associations  Act 34  prohibits  mergers  and  demergers  where  one  or  more  of  the 
associations involved are from a different Member State. It is the only Member State where 
such a prohibition has been identified. 

To conclude, the solution adopted by Italy and Portugal allow cross-border mergers and 
demergers regulated under their respective jurisdictions. Germany, and maybe Ireland, will 
join  these  two  countries  but  using  a  different  legal  solution,  that  is  to  say  by  allowing 
associations to take the form of a limited liability company, through the transposition of the 
Directive (EU) 2019/2121. 

Based  on  the  above  findings,  apart  from  Italy  and  Portugal  no  other  Member  States,  at 
present, expressly allow the merger and division of associations in a cross-border context 
by law.   

1.5.2.  Distinction between incoming and outgoing 

mergers in merger rules  

Only  Italy  and  Portugal  currently  distinguish,  and  rather  briefly,  between  outgoing  and 
incoming mergers. 

Both the Law of 31 May 1995 35 in Italy and the Portuguese Civil Code 36 are clear in the sense 
that cross-border mergers are governed by the law of the State where the headquarters of 
the association is located. The transfer of assets and liabilities resulting from the operation 
will only be effective if carried out in compliance with the law where the association has its 
headquarters. Their national law is hence only applicable to the merger or demerger if the 
headquarters of the association is located within their borders. 

There  is  currently  no  evidence  that  the  German  draft  legislation  will  distinguish  between 
incoming and outgoing merger rules once in force. 

30 Article 33, Portuguese Civil Code, available in Portuguese at: Código Civil - CC | DRE 
31 Gesetz zur  Umsetzung der Umsetzungsrichtlinie und zur Änderung weiterer Gesetze, available at: regelungstext.pdf (bund.de) 
32 Gesetz zur Umsetzung der Bestimmungen der Umwandlungsrichtlinie über die Mitbestimmung der Arbeitnehmer bei grenzüberschreitenden 
Umwandlungen, Verschmelzungen und Spaltungen, Bundesgesetzblatt Teil I - Gesetz zur Umsetzung der Bestimmungen der Umwandlungsrichtlinie über die 
Mitbestimmung der Arbeitnehmer bei grenzüberschreitenden Umwandlungen, Verschmelzungen und Spaltungen - Bundesgesetzblatt.  
33 Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as 
regards to cross-border transformations, mergers and divisions 
34 Available at : https://www.riigiteataja.ee/en/eli/501022023003/consolide#:~:text=Chapter%206,MERGER%20AND%20DIVISION 
35 Available at: LEGGE 31 maggio 1995, n. 218 - Normattiva 
36 Article 33, Portuguese Civil Code, available in Portuguese at: Código Civil - CC | DRE 

16 

 
 
 
Final Report 

In conclusion, apart from Italy and Portugal, no other Member States at present distinguish 
between incoming and outgoing mergers by law. 

17 

 
 
 
Final Report 

2. Research Tables 

For the purpose of this study, the following distinction applies to the research tables below:  

-  General provisions: Provisions designed for the for-profit sector, or all types of legal entities in general. 
-  Fairly general provisions: Provisions designed specifically for the non-profit sector, but not specifically targeted to associations, as they can entail 

other legal forms of non-profits. 

-  Specific provisions: Provisions specifically designed for associations. 

2.1.  Austria 

Austria – Research Table 

Does this 
exist in 
Austria? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft 
law instrument 

Summary of the main provision(s) 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

No 

n/a 

n/a 

n/a 

Austrian Associations Act37 

Bundesgesetz über Vereine38 

Austrian  associations  are  subject  to  the  Austrian 
Associations Act which does not allow a merger in the 
form  of  a  universal  succession  of  two  or  more 
associations. 
Although there is no legislation in Austria offering the 
possibility  to  associations  to  merger  in  the  form  of  a 
universal succession, it is possible to achieve a similar 
result 
the  use  of  singular  succession 
agreements, which involve dissolving one association 

through 

37 No translation available 
38 Available in German here: https://www.ris.bka.gv.at/GeltendeFassung.wxe?Abfrage=Bundesnormen&Gesetzesnummer=20001917 

18 

 
 
 
 
 
  
 
 
Final Report 

Soft law concerning 
mergers of 
associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

and  transfer  its  assets  to  another  association.  The 
same logic applies to de-mergers. 

19 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Final Report 

2.2.  Belgium 

Belgium – Research Table 

Does this 
exist in 
Belgium? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context?  

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

20 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Belgian  Code  on  Companies 
and  Associations  (Code  des 
Sociétés  et  des  Associations), 
2019.  Especially  Articles  13:1 
to 13 :9 included. See also the 
Royal Decree of 29 April 2019 
the  Code  on 
implementing 
Companies  and  Associations– 
Article 3 :56. 

country  and 

On  the  transfer  of  seats  to  a 
the 
different 
transformation of the  
association, see articles 14 :54 
to  14 :66  of  the  Belgian  Code 
on 
and 
Companies 
Associations. 

Previously, the merger and de-merger of associations 
was  governed  by  company  law.  Since  the  entry  into 
force  of  the  new  Belgian  Code  on  Companies  and 
Associations mergers and de-mergers of associations 
are specifically addressed. 

Article  13:1  of 
the  Code  of  Companies  and 
Associations provides that associations may decide to 
dissolve themselves, with a view to transferring all their 
assets  and  liabilities  to  one  or  more  existing  legal 
persons pursuing a disinterested purpose. This implies 
that  the  entire  assets  and  liabilities  of  the  dissolved 
legal person are transferred on a universal basis to the 
beneficiary  legal  person(s).  Dissolved  legal  persons 
then cease to exist by operation of law. The members 
of the dissolved association lose this status, unless the 
draft operation provides that they become full members 
of  the  non-profit.  The  transaction  may  only  be  relied 
upon  as  against  third  parties  from  the  date  of 
publication of the deed of contribution in the "Annexes 
du Moniteur Belge". 

 
 
 
 
Final Report 

Although  not  directly  relevant  to  the  study,  it  is  worth 
mentioning  that  the  associations  can  be  transformed 
and  transfer  their  seats  in  a  foreign  country  under 
Belgian law, following rules established by the Code on 
Companies  and  Associations,  that  are  similar  to  the 
ones  established  by  the  general  company  law.  A 
distinction  is  made  between  associations  transferring 
their seat outside of Belgium (Articles 14:54 to 14:63 of 
the  Code  of  Companies  and  Associations)  and 
associations  transferring  their  seats  from  a  foreign 
country to Belgium (Articles 14:64 to 14:66 of the same 
Code). 

Soft law concerning 
mergers of 
associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

21 

 
 
 
 
 
 
 
 
 
 
 
 
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2.3.  Bulgaria 

Bulgaria – Research Table 

Does this 
exist in 
Bulgaria? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context?  

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Yes 

Fairly 
general 

No 

No 

Non-Profit Legal Entities Act 
(NPLEA)39 

Art.  12  of  the  NPLEA  provides  a  special  procedure 
for  the  transformation  of  non-profit  legal  entities. 
They  can  be  transformed  into  other  types  of  non-
profit legal entities, merged or de-merged. Following 
the  merger/de-merger,  the  non-profit  legal  entities 
are  jointly  liable  for  the  debts  incurred  before  the 
reorganisation.  After  a  merger  the  members  of  the 
merging  entities  become  members  of  the    newly 
formed  entity.  When  a  de-merger  occurs,  the 
members choose which newly formed entity to join. 

Art. 18, Para 1, point 7 of the NPLEA introduces an 
obligation 
the 
merger/de-merger  in  the  Commercial  Register  and 
Register of Non-Profit Legal Entities. 

the  circumstances  of 

to  record 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

39 Available in Bulgarian here: https://justice.government.bg/home/normdoc/2134942720  

22 

Under  Art.  25,  Para  1,  point  7  of  the  NPLEA,  the 
General  Assembly  is  the  supreme  body  of  the 
association  which  is  legally  authorised  to  take 
decisions on the transformation of the entity. 

 
 
 
 
 
Final Report 

refers 

the  NPLEA 

In  some  cases,  such  as  liquidation  proceedings  of 
to 
non-profit  entities, 
the 
is  no  such 
Commercial  Act.  However, 
reference  with 
transformation 
to 
proceedings of non-profit legal entities. Therefore, in 
this  case  the  proceedings  regarding  commercial 
entities  would  not  be  applicable  to  non-profit  legal 
entities. 

there 
the 

regard 

Fairly 
general 

No 

n/a 

Commercial Register and 
Register of Non-Profit Legal 
Entities Act (CRRNPLE)40 

General 

No 

n/a  

Civil Procedure Code41 

The CRRNPLE regulates the storage and access to 
the commercial register and the register of non-profit 
legal  entities,  as  well  as  the  effect  of  the  entries, 
deletions  and  announcements  in  it.  The  register 
procedure  set  out  in  the  CRRNPLE  ends  with  an 
entry, which is a certifying and disclosing act. Under 
Art.  18  of  the  NPLEA  circumstances  regarding  the 
transformation of associations as well as the decision 
of the General Assembly of the association regarding 
the  transformation  are  subject  to  entry  into  the 
register. 

formation, 

Chapter 55 of the CPC regulates the registration of 
liquidation  and 
transformation, 
the 
dissolution of legal entities and other circumstances 
subject  to  registration  where  the  law  provides  for 
registration in a court register. Entry into a separate 
court  register  is  established  in  specific    regulations 
for  certain  entities  -  for  example,  in  the  Political 
Parties  Act  and 
the  Religions  Act.  The  Civil 
Procedure  Code  also  regulates  appeals  against 
refusal  of  registration  of  the  transformation  of  legal 
entities. 

Fairly 
general 

No  

n/a 

Directive  No.  1  of  14.02.2007 
on  Keeping,  Storing  and 
the  Commercial 
Access 

to 

40 Available in Bulgarian here:  https://www.justice.government.bg/home/normdoc/2135522741  
41 Available in Bulgarian here: https://justice.government.bg/home/normdoc/2135558368  

23 

The  directive  further  regulates  and  specifies  the 
proceedings 
of 
circumstances regarding non-profit legal entities. The 
directive  specifies  the  contents  of  the  applications 

registration 

concerning 

the 

 
 
 
Final Report 

Register  and  the  Register  of 
Non-Profit Legal Entities42 

relevant  to  mergers/de-mergers  of  non-profit  legal 
entities  as  well  as  the  documents  that  shall  be 
accompanying them. 

Yes 

Fairly 
general 

No 

n/a 

Application Forms No. B2-5 
and B2-643 

Soft law concerning 
mergers of 
associations 

Fairly 
general 

No 

n/a 

Positions of principle in  
registration proceedings   
concerning non-profit  
associations 44 

Application Form No. B2-5 is used in case of merger 
and  change  into  another  type  of  non-profit  legal 
entity,  respectively  Application  Form  No.  B2-6  is 
used in case of de-merger. The application forms are 
published on the website of the Registry Agency and 
are used in the entry of transformations of non-profit 
legal entities into the register. 

These  positions  of  principle  aim  to  support  the 
activities of the Registration Officers and establishing 
uniform  rules  and  criteria  for  the  examination  of 
applications  for  initial  registration  and  deletion  of 
circumstances and declaration of acts in the register. 
They are published in the Q&A section of the website 
of the Registry Agency and are publicly available for 
anyone  who  seeks  guidance  in  the  registration 
proceedings concerning non-profit associations. 

42 Available in Bulgarian here: https://www.registryagency.bg/media/filer_public/2017/11/03/naredba_1_tr.pdf  
43 Available in English here: https://portal.registryagency.bg/en/document-template-cr  
44 Available in Bulgarian here: https://www.registryagency.bg/bg/registri/targovski-registar/vprosi-i-otgovori/  

24 

 
 
 
 
 
 
 
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2.4.  Cyprus 

Cyprus – Research Table 

Does this 
exist in 
Cyprus? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

No – only 
legislation in 
relation to 
merger of 
companies 

n/a 

n/a 

n/a 

n/a 

Soft law concerning 
mergers of 
associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

n/a 

25 

 
 
 
 
 
 
 
 
 
 
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2.5.  Czech Republic 

Czech Republic - Research Table 

Does this 
exist in 
Czech 
Republic? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Title of 
legislation or 
soft law 
instrument 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Summary of the main provision(s) 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

89/2012  Sb.  Civil 
Code,  Act  of  3 
February 201245 

Section  274-287 
merger 

Section  288-302 
de-merger 
of 
associations 

According  to  Section  274  of  the  Czech  Civil  Code  (Cz  CC), 
associations  can  merge  by  fusion  or  by  forming  a  new 
association. In the case of a fusion, one of the associations will 
cease to exist, and in the case of forming a new association both 
previous associations will cease to exist. A brand new one will 
then be created. The minimum content of a merger agreement 
is  specified  in  Section  275  of  the  Cz  CC  (which  includes,  for 
example, a statement of assets and liabilities of all participating 
associations no older than six months; and a report explaining 
the  economic  and  legal  grounds  and  consequences  of  the 
merger). The draft of the merger agreement shall be approved 
by the members’ meetings of the participating associations and 
registered in the public register of associations. Upon registering 
the merger, the members of the former (dissolved) association 
become  members  of 
the  successor  association.  After 
registering  a  merger  in  the  public  register,  the  merger 
agreement may not be amended or cancelled. 

Similarly,  these  rules  are  valid  also  for  the  demerger  of 
associations.  In  such  a  case,  the  participating  associations 
conclude a demerger agreement, which must also be registered 

45 Available in English here: http://obcanskyzakonik.justice.cz/images/pdf/Civil-Code.pdf  

26 

 
 
 
 
 
 
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in  the  public  register  of  associations.  Interestingly,  if  the 
demerger  agreement  does  not  stipulate  otherwise,  each 
member of the former association shall become a member of all 
successor associations. 

If  property  passes  from  the  de-merged  association  to  the 
successor  associations, 
the  successor  associations  are 
conclusively presumed to be co-owners of all property of the de-
the 
merged  association  (Sec.290  Czech  CC).  Similarly, 
successor associations are conclusively presumed to be jointly 
and  severally  liable  for  any  debt  passed  from  the  de-merging 
association. 

Concerning  cross-border  mergers  of  associations,  the  Czech 
legislator  holds  the  opinion  that  a  Czech  association  cannot 
merge  with  any  association  from  another  EU  Member  State. 
Such a merger should not be possible under Czech law. This is 
because  the  requirements  of  the  merger  stipulated  by  the  Cz 
CC  are  in  principle  mandatory,  as  they  regulate  the  status  of 
legal  persons.  In  the  case  of  a  cross-border  merger  or  de-
merger,  the  legal  form  of  the  association  will  automatically  be 
changed,  because  the  Czech  association  would  take  another 
legal form. According to § 174/2 of the Cz CC, a legal entity may 
only  change  its  legal  form  if  the  law  so  provides,  but  no  such 
provision was made for associations, therefore it is not allowed.  

Although  not  strictly  relevant  to  the  study,  it  is  interesting  to 
notice that relocation abroad of the registered office of a Czech 
association is possible, since it is allowed by Section 139 of the 
Cz CC. This relocation possibility is also ensured by Sections. 
29(1)(e) and 29(2)(c) of the Public Registers Act. 

Soft law concerning 
mergers of associations 

No 

n/a 

No 

n/a 

n/a 

n/a 

27 

 
 
 
 
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2.6.  Germany 

Germany – Research Table 

Does this 
exist in 
Germany? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address 
the 
cross-
border 
context? 

Is there 
any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft 
law instrument 

Summary of the main provision(s) 

Yes  

General 

No 

No 

Reorganisation Act  

Umwandlungsgesetz46 
(UmwG) 

Legislation 
concerning 
mergers or de-
mergers/divisions 
of associations 

The UmwG regulates the restructuring or reorganisation of legal entities, 
which are seated in Germany. This includes legal associations. 

Merger  is  regulated  in  para  3  UmwG.  This  includes  the  merger  rules 
regarding the registered associations.  

(“Vereine”). According to this provision, registered associations can be 
involved in mergers as transferring, acquiring or new legal entities.  

There are 2 ways for entities to merge:  

1. By absorption: In this form of merger, the assets of one or more legal 
entities are transferred in their entirety to another legal entity that already 
exists. 

Procedure  of  merger  by  absorption  (regulated  in  second  Book  of 
UmwG): 

A  Merger  agreement  must  be  concluded  between  the  representative 
bodies involved in the merger (§4 UmwG). The minimum content of this 

46 English translation: Reorganisation Act, available here: https://www.gesetze-im-internet.de/umwg_1995/ (in German), and here: http://www.gesetze-im-internet.de/englisch_umwg/englisch_umwg.html#p0794 (in 
English).   

28 

 
 
 
 
 
 
 
 
 
 
Final Report 

Agreement  is  regulated  under  §  5  UmwG  and  requires  inter  alia  the 
name/ company name and registered office of the legal entities involved 
in  the  merger,  an  agreement  on  the  transfer  of  assets  as  whole  in 
exchange for the granting of memberships in the acquiring legal entity, 
and details on the acquisition of membership. 

Prior  to  concluding  the  agreement,  the  representative  bodies  shall 
submit a detailed written report (“Verschmelzungsbericht”) to the general 
meeting explaining and justifying the merger and the merger agreement 
or its draft in legal and economic terms (§ 8 sub-section 1 UmwG).  

However, it does not have to disclose facts, which are likely to cause a 
not-inconsiderable  disadvantage  to  one  of  the  legal  entities  or  an 
association participating in the mergers. In this case, however, the report 
must state the reasons why the facts were not included (§ 8 sub-section 
2 UmwG). 

i. 
UmwG) 

The  merger  agreement  must  be  recorded  by  a  notary  (§  6 

ii. 
examined by an expert auditor (§§ 9 ff. UmwG). 

The  merger  agreement  or  its  draft  must  in  principle  be 

For the merger to be completed, the general meeting must give 
iii. 
its  consent  to  the  merger  agreement  (§  13  sub-section  1  UmwG).  A 
written resolution is not possible. The association's board must therefore 
convene  an  ordinary  general  meeting  and  have  it  vote  on  the  merger 
agreement. 

The  Following  documents  must  be  available  for  inspection  by  the 
members in the business  premises of the associations involved in the 
merger: 

-  Merger Agreement or its draft 
-  Merger report 
- 

If  a  merger  audit  has  been  carried  out:  Audit  reports  of  the 
merger auditors. 
if an association is obliged to prepare annual accounts: annual 
accounts for the last three years; otherwise: disclosure of the 
accounts of the associations for the last three years to inform 

- 

29 

 
 
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30 

the  members  about  the  assets  and  financial  situation  of  the 
associations. 

A  resolution  passed  with  a  majority  of  three  quarters  of  the 
iv. 
votes  cast  is  required.  However,  the  articles  of  association  of  the 
associations involved in the merger may provide for other majorities or 
further requirements (§ 103 UmwG). 

The merger will then be entered in the register of associations. 
v. 
The  merger  may  only  be  entered  in  the  register  of  associations 
competent  for  the  acquiring  association  after  it  has  been  noted  in  the 
register  competent  for  the  transferring  legal  entities  (§  19  section  1 
sentence 1, 104 section 1 sentence 4 UmwG). 

2. By new formation: In the case of a merger by reconstitution, two or 
more legal entities each transfer their assets as a whole to a new legal 
entity established by them as a result. 

-  The  provisions  on  mergers  by  absorption  shall  apply  mutatis 
mutandis to mergers by new formation. The only exceptions to this 
are  individual  provisions  specifically  tailored  to  mergers  by 
absorption, such as §§ 16 sub-section 1 or 27 UmwG. 

-  Upon registration of the merger in the competent local court for the 
newly  founded  association,  the  transferring  associations  shall 
cease to exist without dissolution (§ 20 sub-section 1 no 2 UmwG). 

-  For the new association created by the merger, the provisions under 
§  56  BGB,  which  prescribe  a  minimum  number  of  founding 
members, do not apply (§ 36 subsection 2 p. 3 UmwG). 

- 

In addition to the provisions on the merger agreement, § 37 UmwG 
stipulates that in the case of a merger by new formation, the merger 
agreement must also contain the articles of association of the new 
association. 

For both methods of merging: 

 
 
 
 
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31 

In both cases of merger, the members of the transferring legal entity shall 
receive membership rights in the new or acquiring legal entity With the 
entry of the merger in the register responsible for the acquiring or newly 
founded legal entity, the transferring legal entities cease to exist without 
dissolution (§ 20 section 1 no. 2 UmwG). 

The  members  of  the  executive  board  of  a  transferring  association  are 
jointly and severally liable to compensate the association, its members 
or the association's creditors for the damage caused by the merger (§ 
25 sub-section 1 sentence 1 UmwG). Members of the executive board 
who  have  observed  their  duty  of  care  when  examining  the  financial 
situation of the legal entities involved in the merger and when concluding 
the  merger  agreement  are  exempt  from  the  obligation  to  pay 
compensation (§ 25 sub-section 1 sentence 2 UmwG). 

Restrictions on merger possibilities: 

A Merger is excluded if the Articles of Association or provisions of Land 
law conflict with this (§ 1 subsection 2 UmwG) 

A registered association can only absorb other registered associations 
or  newly  found  a  registered  association  or  a  legal  entity  of  a  different 
legal form with them. A merger by way of absorption of, for example, a 
corporation  or  a  general  partnership  is  therefore  excluded  (§  99 
subsection 2 UmwG) 

Demerger:  3 types: 

Aufspaltung  (§123  sub-section  1  UmwG):  the  previous  association 
divides  its  assets  and  transfers  them  pro  rata  to  at  least  two  other 
associations, which were either newly founded for this reason, or have 
existed for a long time. 

In this case the transfer takes place by way of singular succession 

§126 section 1 no. 9, subsection 2 UmwG) with regard to theindividual 
assets  transferred  in  each  case.  In  return,  membership  rights  are 
granted  to  the  previous  members  of  the  transferring  association  (§  2 

 
 
Final Report 

UmwG),  which  then  ceases  to  exist  without  the  need  for  a  special 
deletion (§ 131 sub-section 1 no 2 UmwG). 

Abspaltung (§123 sub-section 2 UmwG): the association transfers only 
part of its assets and accordingly does not cease to exist. This procedure 
can come into play if, for example, an association wishes to separate (by 
mutual agreement) from a department and thus make part of its assets 
independent.  Tax  reasons  often  play  a  significant  role  here.  The 
department is founded as a new independent association. The previous 
members  of  the  department  (and  possibly  other  members)  receive 
membership rights in this new association. In this respect, a transfer of 
assets to a commercial legal entity can also be considered, e.g. in the 
case of the transfer of the club's facilities to an operating company. In 
return,  the  members  of  the  association  are  granted  shares  in  the 
company. 

Ausgliederung  ((§123  sub-section  3  UmwG):  only  part  of 
the 
association's  assets  are  transferred.  Membership  rights  of  this  new  or 
acquiring  association  fall  to  the  transferring  association  as  a  quasi-
consideration. 

Cross-border mergers:  

The  UmwG  also  covers  cross-border  mergers  under  sect.122a  ff. 
However, these provisions only apply to companies limited by shares in 
the sense of Article 2 no. 1 of the Directive 2005/56/EC of the European 
Parliament  and  of  the  Council  of  26  October  2005  on  cross-border 
mergers of limited liability companies” (sect. 122b UmwG). It therefore 
does not cover associations.  

Changes of legal form: 

Associations  having  legal  personality  are  eligible  to  change  their  legal 
form under Sect.191 UmwG. However, these sections do not specifically 
cover the case of cross-border mergers/ de-mergers of associations. 

Specific 

Yes 

Yes 

Regulations for the registry 
of associations 

The VRV provides the statutory provisions for maintaining the Register 
of  Associations.  This  Register  provides  information  on  facts  and  legal 

32 

 
 
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 Vereinsregisterverordnung 

(VRV)47 

relationships  which  are  important  for  legal  transactions  in  connection 
with associations registered therein. 

that  associations 

It  does  not  cover  mergers  or  de-mergers  of  associations.  However, 
regarding the possibility of cross-border mergers, sect.6 para.3, provides 
that the transfer of the association’s seat to a foreign country must be 
entered  into  the  register  as  a  dissolution.  Nevertheless,  it  is  widely 
recognised 
freedom  of 
establishment  provided  for  in  art.  54  TFEU  must  be  able  to  adopt  the 
legal form of another Member State by transferring the registered office 
to another Member State (i.e., without dissolution). This is however not 
covered by any law or regulation. Therefore, legal scholars propose to 
apply either the provisions on domestic changes of legal  form in sect. 
190 ff. UmwG or the regulation on cross-border mergers of corporations 
in sect. 122a ff.  UmwG by analogy (see above).  

that  can  rely  on 

the 

General 

No 

No 

Reorganisation Tax Act  

Umwandlungssteuergesetz 
(UmwStg)48 

Regulates the tax transition from the corporate tax "world" to the income 
tax  "world"  without  disclosure  of  hidden  reserves,  but  possibly  with 
taxation of profits retained by the transferring company as dividends. 

Relevance  for  associations:  this  applies  in  case  of  a  merger  of  a  fully 
taxable corporation into a non-profit corporation (§ 12 Abs. 5 UmwStG). 
This  states  that  the  open  reserves  of  the  transferring  corporation 
(especially  in  the  form  of  cash  investments,  securities  or  similar)  are 
transferred to the tax-exempt asset management area of the non-profit 
corporation. Since there is subsequently no longer any tax liability of the 
open  reserves  for  distribution  purposes,  §  12  sub-section  5  UmwStG 
fakes a distribution. Taxation is effected through capital tax deduction. 

General 

Yes 

No  

Law on the Implementation 
of the Reorganisation Act  

Gesetz zur Umsetzung der 
Umwandlungsrichtlinie 
(UmRUG), Available here. 

(In  Germany  a  not-for-profit  association  can  take  the  form  of  a  limited 
liability  company  (GmbH).  This  law  therefore  applies  specifically  for 
cross-border  mergers  and  demergers  of  associations).  This  is  an 
Implementation of Directive (EU) 2019/2121 of the European Parliament 
and  of  the  Council  of  27  November  2019  amending  Directive  (EU) 
2017/1132  as  regards  to  cross-border  transformations,  mergers  and 
divisions (hereinafter the "Transformation Directive") 

47 English Translation: Regulation on the Register of Associations; Available here: https://www.gesetze-im-internet.de/vrv/BJNR014710999.html (in German).  
48 English translation: Transformation Tax Act, available here: https://www.gesetze-im-internet.de/umwstg_1995/BJNR326710994.html (in German).   

33 

 
 
 
 
 
 
 
 
 
 
Final Report 

Summary of main points:  

The rights of minority shareholders will be standardised for cross-border 
and  domestic  conversions,  and  the  unequal  treatment  of  minority 
shareholders  of  transferring  and  acquiring  companies  in  the  case  of 
mergers will be ended. In future, the appraisal procedure will be available 
to  both  groups  of  minority  shareholders.  The  protection  of  company 
creditors  in  conversion  proceedings  is  strengthened  and  their  legal 
protection is efficiently designed. 

Workers  are  given  their  own  rights  to  early  and  comprehensive 
information  about  the  conversion  project  in  the  case  of  cross-border 
conversions by their employers, in order to be able to effectively exercise 
their rights. 

It will introduce a so-called abuse test in the procedure for registration of 
the merger or change of legal form. Thus, if there are indications that the 
cross-border  merger  or  the  change  of  legal  form  is  intended  to  serve 
abusive or fraudulent purposes, the court of registration has to examine 
this. In such cases, the court is to refuse registration. 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

Soft law 
concerning 
mergers of 
associations 

34 

 
 
 
 
 
 
 
Final Report 

2.7.  Denmark 

Denmark – Research Table 

Does this 
exist in 
Denmark? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

No 

n/a 

n/a 

n/a 

n/a 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Non-profit  associations  are  not 
in 
company/civil  law.  However,  and  although  the 
legislation  is  not  clear,  there  are  no  obstacles  for 
associations to merge in Denmark. 

regulated 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

35 

 
 
 
 
 
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2.8.  Estonia 

Estonia - Research Table 

Does this 
exist in 
Estonia? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

(Non-profit Associations Act, 
“NPAA”)49 

Mittetulundusühingute seadus 
50 

A  non-profit  association  (i)  may  only  merge  with 
another  non-profit  association,  (ii)  may  only  divide 
into  non-profit  associations  and  (iii)  may  only 
participate in the division of a non-profit association 
(NPAA § 56 (6), § 65 (5)). 

Non-profit  associations  may  also  merge  such  that 
they  form  a  new  non-profit  association.  In  such 
case,  the  merging  non-profit  associations  shall  be 
deemed to be dissolved (NPAA § 56(2)). 

A  non-profit  association  for  the  purposes  of  the 
above  means  a  non-profit  association  founded 
under  Estonian  law  and  entered  into  non-profit 
associations and foundations register (NPAA § 2). 

Estonian law specifically provides that a non-profit 
association entered in the register shall not merge 
with a non-profit association which is not entered in 
the  register.  Merger  and  division  of  non-profit 
associations which are not entered in the register as 

49 Available in English here: https://www.riigiteataja.ee/en/eli/501022023003/consolide#:~:text=Chapter%206,MERGER%20AND%20DIVISION 
50 Available in Estonian here: https://www.riigiteataja.ee/akt/123122022015?leiaKehtiv#:~:text=6.%20peat%C3%BCkk,%C3%9CHINEMINE%20JA%20JAGUNEMINE 

36 

 
 
 
 
 
 
Final Report 

non-profit associations are prohibited (NPAA § 92). 
Therefore, mergers/divisions, where one or more of 
the associations involved are from different Member 
States, are not possible under Estonian law.  

Both  mergers  and  divisions  of  non-profit 
associations  become  effective  upon  entry  into  the 
non-profit  associations  and  foundations  register 
(NPAA § 62(1), 71(1)).  

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

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2.9.  Greece 

Greece – Research Table 

Does this 
exist in 
Greece? 

Is it specific, 
fairly general 
or general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

No 

n/a 

n/a 

n/a 

n/a 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

n/a 

38 

 
 
 
 
Final Report 

Does this 
exist in 
Spain? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific  

No 

No 

2.10.  Spain 

Spain – Research Table 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

51 Available at: https://www.boe.es/eli/es/rd/2015/10/23/949.  

39 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Royal  Decree  949/2015,  of 
October 23, which approves the 
the  National 
Regulations  of 
Registry of Associations.51  

Real  Decreto  949/2015,  de  23 
de  octubre,  por  el  que  se 
aprueba  el  Reglamento  del 
Registro Nacional de  
Asociaciones. 

legislation 

The 
the 
is  designed 
registration  of  mergers  or  de-mergers  of 
the  National  Registry  of 
associations 
Associations. The legislation, however, does not set 
the conditions for the mergers or de-mergers. 

to  address 

in 

Titles  are  as  follows:  Organisation  and  functioning 
of the Registry, Procedures of registration.   

In  particular,  article  27  (“merger  of  associations”) 
stipulates  that  the  associations  registered  in  the 
National  Registry  of  Associations  may  merger, 
either through the constitution of a new one by two 
or more, or through the absorption of one or more 
by  an  existing  one.  The  merger  will  need  to  be 
registered  either  through  the  creation  of  a  new 
association,  adding,  for  example  the  date  of  the 
merger agreement to the existing data. 

Article 36 outlines the application requirements. In 
the event of a merger of two or more associations, 
the application must be submitted signed by any of 

 
 
 
 
 
 
Final Report 

the  representatives  of  the  affected  associations, 
and the name and registration numbers of each one 
of  them,  as  well  as  the  exact  name  of  the  new 
associative  entity.  In  the  case  of  a  merger  by 
absorption,  the  application  shall  be  submitted 
signed  by  the  representative  of  the  absorbing 
association, and the name and registration numbers 
of  the  affected  associations  shall  be  expressed 
therein. 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

40 

 
 
 
 
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2.11.  Finland 

Finland – Research Table 

Does this 
exist in 
Finland? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

No 

n/a 

n/a 

n/a 

n/a 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

n/a 

41 

 
 
 
 
 
 
 
 
 
 
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2.12.  France 

France – Research Table 

Does this 
exist in 
France? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

« Law  of  1  July  1901  on  the 
contract of association » Article 
9bis and 12 

 « Loi du 1er juillet 1901 relative 
au contrat d'association »   
Article 9bis et 12 

and 

divisions, 

The law of 1 July 1901 includes Article 9bis, which 
governs  mergers, 
partial 
contributions of assets between associations. Such 
operations must be agreed upon by the associations 
involved and decided according to their statutes. In 
the case of a new association being created, draft 
statutes must be drawn up and published in a legal 
notice  medium.  Mergers  or  divisions  entail  the 
dissolution  without  liquidation  of  the  disappearing 
associations and the transfer of their assets to the 
beneficiary  associations.  The  members  of  the 
dissolving  associations  shall  become  members  of 
the  association  resulting 
the  merger  or 
demerger. 

from 

Article 12 of the same law concerns the dissolution 
without liquidation of an association recognized as 
being of public utility that disappears after a merger 
or  division.  This  dissolution  must  be  approved  by 
decree in the  Council  of State if the association  is 
classified  as  being  of  public  interest  (Association 
d’utilité publique). 

42 

 
 
 
 
 
Final Report 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

43 

 
 
 
 
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2.13.  Croatia 

Croatia – Research Table 

Does this 
exist in 
Croatia? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there 
any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers. 

Yes  

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

52 Articles 38-41, available here: https://www.zakon.hr/z/64/Zakon-o-udrugama. 

44 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Law  on  associations 
(Official 
Gazette  no.  74/14,  70/17,  98/19, 
151/22, in force since  
01.01.2023). 

Zakon  o  udrugama  (NN  74/14, 
70/17,  98/19,  151/22,  na  snazi  od 
01.01.2023.)52  

A  merger  takes  place  on  the  basis  of  the  merger 
decision.  It  is  necessary  to  submit  a  request  for 
registration  of  changes.  The  request  needs  to  be 
submitted  to  the  administrative  authority  at  the 
county  or  City  of  Zagreb  (depending  on  the 
headquarters  of  the  association)  responsible  for 
the keeping of the Register of associations. Along 
with  the  application  for  registration  of  changes, 
decisions  of  the  assemblies  of  the  associations 
participating  in  the  merger  on  approval  for  the 
merger shall be submitted in the same text. A de-
merger takes place on the basis of the de-merger 
decision.  It  is  necessary  to  submit  a  request  for 
registration  of  the  changes,  i.e.  newly  created 
associations  as  a  result  of 
the  de-merger. 
Associations  created  through  the  de-merger  shall 
be  registered  in  the  register  of  associations  after 
delimitation of funds, rights and obligations. 

 
 
 
 
 
 
Final Report 

Yes 

Specific 

No 

n/a 

Soft law concerning 
mergers of 
associations 

The guide mainly contains relevant legal provisions 
described  above  and  does  not  contain  any 
additional  information  or  guidance  specifically 
related to mergers or de-mergers. 

for  Associations  of 

the 
Office 
Government  of 
the  Republic  of 
Croatia and the National Foundation 
for the Development of Civil Society, 
2015.  (Guide  for  establishing  an 
association) 

Vodič za osnivanje udruge (Ured za 
udruge Vlade Republike Hrvatske I  
Nacionalna  zaklada  za 
razvoj 
civilnog društva).53  

53 Pages 21, 40, 85-86, available here: https://udruge.gov.hr/UserDocsImages/dokumenti/Vodi%C4%8D%20za%20osnivanje%20udruge%20i%20uskla%C4%91ivanje%20s%20novim%20propisima%20-%20New.pdf. 

45 

 
 
 
 
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2.14.  Hungary 

Hungary – Research Table 

Does this 
exist in 
Hungary? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context?  

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

General 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Act V of 2013 on the Civil 
Code54 ["Civil Code"]-  

paragraphs 3:44 – 3:47 

paragraph 3:63 

paragraph 3:83 

The Civil Code contains the general rules on legal 
entities, including the definition of and general rules 
on  associations.  It  sets  forth  the  basic  legal 
framework  of  mergers  and  demergers,  but  the 
detailed rules concerning associations are included 
in a separate act (see second row of the table). 

As  a  general  rule  pursuant  to  the  Civil  Code, 
associations  may  only  merge  with  other 
associations  and  may  only  be  divided 
into 
associations. 

The  Civil  Code  does  not  contain  rules  on  cross-
border scenarios. 

Fairly 
general 

No 

No 

Act  CLXXV  of  2011  on  the 
Freedom  of  Association,  on 
Public-Benefit  Status,  and  on 
the Activities of and Support for 

The Civil Act regulates the operation of Hungarian 
public 
civil 
organisations 
organisations. 
Pursuant to the definition of civil organisations in the 

organisations,  NGOs, 

non-profit 

benefit 

and 

54 English version: https://njt.hu/jogszabaly/en/2013-5-00-00 (Please note that the translation of the entire act is not up to date, it reflects the status of 1 July 2021. However, the referred sections concerning merges and 
demergers remained unchanged during the latest amendments of the act, thus their English wording is still up to date.) 
Original Hungarian version (up to date): https://net.jogtar.hu/jogszabaly?docid=a1300005.tv  

46 

 
 
 
 
 
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Civil  Society  Organizations55 
("Civil Act") 

paragraphs 10/C – 10/F 

act, all associations registered in Hungary shall be 
considered civil organisations with the exception of 
political parties, trade unions and mutual insurance 
associations. 

General 

No 

No 

Act  CLXXVI  of  2013  on  the 
Transformation,  Merger  and 
Division of Legal Entities 56 - by 
way  of  cross-reference 
in 
paragraph 10/D of the Civil Act 

paragraph 4 

paragraphs 9 – 10 

paragraph 11 (2) and (2a) 

Therefore,  the Civil Act applies to associations as 
defined in the introduction of this study. 

Among other rules on daily operation and reporting 
obligations, the Civil Act sets forth detailed rules on 
mergers and demergers of associations.  

The Civil Act does not contain rules on cross-border 
scenarios. 

Pursuant to paragraph 10/D of the Civil Act, in the 
case  of  dissolution  of  associations  by 
legal 
succession (including mergers and demergers), the 
provisions of the Act on the Transformation, Merger 
and Division of Legal Persons shall apply to the draft 
statements  of  assets  and  liabilities,  the  procedure 
relating  to  creditors  and  the  final  statements  of 
assets and liabilities. 

The  cross-referenced  act 
includes  detailed 
provisions  on  the  preparation  and  auditing  of 
statements of assets and liabilities (balance sheet) 
relating to mergers and demergers of associations. 
It also sets forth the content of the obligatory public 
notification obligation on the intended mergers and 
demergers, as well as a deadline to prepare the final 
statement on assets and liabilities after the merger 
or demerger is registered by the court. 

55 English version is not publicly available online. Original Hungarian version: https://net.jogtar.hu/jogszabaly?docid=a1100175.tv  
56 English version is not available online. Hungarian version: https://net.jogtar.hu/jogszabaly?docid=a1300176.tv  

47 

 
 
 
 
 
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General 

No 

No 

Act CLXXXI of 2011 on the 
Court Registration of Civil 
Society Organisations and 
Related Rules of Proceeding57 

Paragraph 68/A 

Paragraphs 58-58/B 

The  act  does  not  contain  rules  on  cross-border 
scenarios. 

The detailed procedural rules on the registration of 
mergers  and  demergers  by  the  competent  courts 
are set out in the listed paragraphs of this act. The 
act identifies the competent court for the procedure, 
and  lists  the  mandatory  annexes  to  be  filed  to 
register the merger/demerger. 

The  act  applies  a  cross-referenced  structure  with 
respect to associations: first it sets out the detailed 
procedural  rules  of  mergers  and  demergers  of 
foundations  in  Paragraphs  58-58/B,  and  then  sets 
forth in Paragraph 68/A that the same rules should 
apply for associations accordingly. 

Soft law concerning 
mergers of associations 

no 

n/a 

n/a 

n/a 

n/a 

n/a 

57 English version is not available online. Hungarian version: https://net.jogtar.hu/jogszabaly?docid=a1100181.tv  

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2.15.  Ireland 

Ireland – Research Table 

Does this 
exist in 
Ireland? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

No 

n/a 

n/a 

n/a 

See, however: Companies Act 
2014 (Number 38 of 2014), 
Part 9, Chapters 3 and 4 58 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

In  the  absence  of  a  specific  legal  framework 
targeting  non-profit  organisations  in  Ireland,  these 
may  take  any  legal  form.  In  practice,  non-profit 
organisations often take the form of company limited 
by  guarantee  (CLG),  with  the  legal  status  of 
charities  (as  regulated  by  the  Charities  Act  2009 
(Number 6 of 2009) 59). Therefore, the general rules 
on mergers and divisions of companies as laid down 
in the Companies Act 2014 (Part 9, Chapters 3 and 
4)  are  generally  applicable 
to  non-profit 
associations that have taken a legal form regulated 
therein.  

Details on the procedures for mergers and divisions 
pursuant  to  the  Companies  Act  2014  are  also 
provided  on 
the  Companies 
Registration Office (CRO).60 

the  website  of 

Mergers  can  take  place  either  according  to  the 
Summary Approval Procedure (pursuant to Part 4 of 

58 Consolidated version available at: https://revisedacts.lawreform.ie/eli/2014/act/38/revised/en/html#PART9.   
59 Consolidated version available at: https://revisedacts.lawreform.ie/eli/2009/act/6/revised/en/html.  
60 Available at:  https://www.cro.ie/Post-Registration/Company/Mergers-and-Divisions.  

49 

 
 
 
 
 
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50 

the Companies Act 2014) or according to the rules 
set  out  in  Part  9  of  the  Act.  For  a  merger  to  take 
place  under  the  Summary  Approval  Procedure, 
each of the companies involved must submit to the 
CRO  a  special  resolution  to  approve  the  merger, 
approved at unanimity, and a declaration made by 
majority  of  directors,  including  information  on  the 
total amount of assets and liabilities of the merging 
company, and on the inquiry made into the affairs of 
the  companies  involved.  This  declaration  must  be 
accompanied  by  a  statement  confirming  that  the 
common draft terms of merger enable the merger to 
operate  without  difficulty.  Upon  receipt  of  both  the 
declaration and the resolution, the registration of the 
merger can proceed. Alternatively, for a merger to 
take place according to Part 9 of the Companies Act 
2014, the CRO shall receive Common Draft Terms 
of merger and an advertisement shall be placed in 
newspaper  at  least  30  days  before  the  merger 
resolution  meeting.  The  merger  is  then  finalised 
through a special resolution, after at least 30 days, 
a Court order and the publication of a notice by the 
CRO upon receipt of the Court order. 

With respect to divisions, Common Draft Terms of 
division  shall  be  submitted  to  the  CRO  and  an 
advertisement shall be placed in newspaper at least 
30 days prior to the division resolution meeting. The 
directors 
financial 
statements shall be also supplied to the members of 
the company. The division is then finalised through 
a special resolution, after at least 30 days, a Court 
order,  and  the  publication  of  a  notice  by  the  CRO 
upon receipt of the Court order. 

report,  experts 

report  and 

The  Companies  Act  2014  does  not  provide  for 
specific 
cross-border 
situations.  Cross-border  mergers  are  regulated  in 

addressing 

provisions 

 
 
Final Report 

legal 

Ireland through the European Communities (Cross-
Border  Mergers)  Regulations  2008 
(S.I.  No. 
157/2008)61  adopted 
implement  Directive 
to 
2005/56/EC  on  cross-border  mergers  of  limited 
liability companies. This legislation is applicable to 
limited  liability  companies  other  than  companies 
limited  by  guarantees  (CLG).  As  such  it  is  not 
relevant for those non-profit organisations that take 
form.  The  cross-border  merger 
such 
procedure  includes  additional  steps,  such  as  the 
appointment of an independent person to prepare a 
report on the cross-border merger proposal and an 
application to the High Court of Ireland by the Irish 
company  involved  in  the  cross-border  merger  to 
obtain  a  certificate  of  compliance  with  the  pre-
merger  requirements  of  the  company.  After  the 
merger  is  completed  in  the  country  in  which  the 
company 
the  merger  will  be 
registered, the Irish company must notify completion 
of the merger to the CRO for either the registration 
of  the  merger  (if  the  company  resulting  from  the 
merger  is  Irish)  or  the  de-registration  of  the  Irish 
merging company (if the company resulting from the 
merger is not Irish).   

resulting 

from 

No 

n/a 

No 

No 

See, however: Charities 
Regulator, Guidance on 
winding up a charity62 

The guidance document provides some information 
in relation to the merger of charities, both in the case 
that they are companies  and  in the case that they 
are unincorporated associations.  

Soft law concerning 
mergers of associations 

In the first case, the merger can take place through 
the  transfer  of  all  the  assets  of  one  charity  to  the 
other,  and  the  winding  up  of  the  charity  whose 
assets  are  transferred.  The  charity  winding  up 
should ensure that its constitution includes powers 
to  wind  up  and  to  donate  surplus  assets  to  the 

61 Available at: https://www.irishstatutebook.ie/eli/2008/si/157/made/en/print.  
62 Charities Regulator, Guidance on winding up a charity, revised February 2021, available at: https://www.charitiesregulator.ie/media/1670/guidance-on-winding-up-a-charity.pdf.  

51 

 
 
 
 
charitable  purpose  pursued  by 
the  surviving 
company. Alternatively, the two charities can merge 
according to the rules of the Companies Act 2014, 
provided  that  the  constitutions  of  both  companies 
contain  the  power  to  merge,  and  the  charitable 
purposes are sufficiently aligned. 

In  the  case  of  unincorporated  bodies,  the  merger 
can take place through transferring the assets from 
one  charity  to  the  other  and  dissolving  the  first 
charity  in  accordance  with  its  rules.  This  should 
occur  provided  that  the  governing  rules  of  the 
charity include a power to merge and the purposes 
of the two bodies are sufficiently aligned. 

Final Report 

52 

 
 
Final Report 

Does this 
exist in 
Italy? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific  

No 

No 

2.16.  Italy 

Italy – Research Table  

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Art.  42-bis  of  the  Civil  Code 
(Codice Civile)63, introduced by 
Art. 98 of the Legislative Decree 
no° 117 of 2017.  

Sections II and III of Chapter X, 
Title  V,  Book  V,  respectively  of 
the Civil Code: 

Arts.  2501,  2501  bis,  2501  ter, 
2501  quarter,  2501  quinquies, 
2501  sexies,  2501  septies, 
2502, 2502 bis, 2503, 2503 bis, 
2504,  2504  bis,  2504  ter,  2504 
quater,  2505,  2505  bis,  2505 
ter,  2505  quater,  2506,  2506 
bis, 2506 ter, 2506 quater of the 
Civil Code . 

If  it  is  not  explicitly  excluded  by  the  Statute, 
incorporated  or  unincorporated  associations  may 
transformations,  mergers  or 
carry  out  mutual 
demergers. The provisions of Sections II and III of 
Chapter X, Title V, Book V, respectively of the Civil 
Code, shall apply to mergers and demergers, where 
compatible. 

The  incorporated  association  need  to  register  the 
relevant  documents,  concerning  the  mentioned 
operations,  in  the  Register  where  they  are  signed 
up. 

regulate 

the  Civil  Code 

Sections  II  and  III  of  Chapter  X,  Title  V,  Book  V, 
respectively  of 
the 
necessary  steps  for  proceeding  with  mergers  and 
demergers  of  associations.  They  are  expressly 
addressed 
to  mergers  and  demergers  of 
companies,  however,  the  aforementioned  Art.  42-
bis of the Civil Code, made these articles applicable 
also to associations. 

63 Available in Italian here:  Art. 42-bis CC | Articolo 42-bis del Codice Civile: Trasformazione, fusione e scissione | Codice Civile online (codice-civile-online.it)  

53 

 
 
 
 
 
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General 

Yes 

Yes 

Art. 25 of Law 31 May 1995, 
no. 21864  

Transfers in other States or mergers of entities with 
foreign entities (including associations) are effective 
only if carried out in accordance with the law of the 
State concerned. 

Italian law is applicable if the headquarters of the 
entity is in Italy. 

Soft law concerning 
mergers of associations 

Yes 

Specific 

No 

No 

the 
Study  n.  77-2020/l  of 
National  Council  of  Notaries 
(Consiglio 
del 
Notariato)65  

Nazionale 

The study is an interpretative guidance on mergers 
and  demergers  of  associations,  approved  by  the 
National  Council  of  Notaries  (which  is  the  entity 
representing notaries in Italy).  

it  explains  which  principles  of 
In  particular, 
commercial law (not specified in Sections II and III 
of  Chapter  X,  Title  V,  Book  V,  respectively  of  the 
Civil  Code)  are  applicable  also  to  merger  and 
demergers  of  associations.  It  does  not  contain 
information regarding cross-border situations. 

64 Available in Italian here: LEGGE 31 maggio 1995, n. 218 - Normattiva  
65 Available in Italian here: Studio n.77-2020/I. Fusione e scissione di associazioni riconosciute e fondazioni - Federico Magliulo (notariato.it) 

54 

 
 
 
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2.17.  Lithuania 

Lithuania – Research Table 

Does this 
exist in 
Lithuania? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Yes 

General 

No 

No 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Law 
on 
(Asociacijų įstatymas) 

Associations66 

Civil  code  of  the  Republic  of 
Lithuania67 (Lietuvos  
Fespublikos civilinis kodeksas) 

The general meeting of members of an association 
shall take decisions on restructuring or termination 
(reorganisation  or  liquidation)  of  the  association. 
Associations  shall  be  restructured  or  terminated 
(reorganised  or  liquidated)  in  accordance  with  the 
procedure laid down by the Civil Code. If a decision 
to  reorganise  the  association  has  been  made,  it 
must  prepare  a  set  of  financial  statements,  or  an 
annual  report  based  on  the  data  of  the  date  of 
adoption of this decision and the data of the end of 
the reorganisation of the association. 

State  Enterprise  Centre  of 
Registers  has  published  on  its 
website:  What  documents  are 
submitted to the administrator of 
the Register of Legal Entities to 
register  the  legal  status  of  a 
legal  entity  "Reorganising"  or 
"Participating in  

The  document  and  data  provider  submits  to  the 
administrator  of  the  Register  of  Legal  Entities  no 
later than the first day of the public announcement 
of  the  reorganisation  conditions:  1.  Application  to 
register  legal  status.  2.  Reorganisation  conditions. 
5.  Document  confirming  the  identity  of  the  person 
providing the documents and data. If the provider of 
data and documents acts through a representative, 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Soft law concerning 
mergers of associations 

66 Article 17. Specific features of the restructuring and termination of associations. https://e-seimas.lrs.lt/portal/legalAct/lt/TAD/TAIS.226938/asr 
  https://e-seimas.lrs.lt/portal/legalAct/lt/TAD/887e4001a91711ecaf79c2120caf5094?jfwid=16u850xjmx.  
67 CHAPTER VIII. Termination and restructuring of legal persons. https://www.e-tar.lt/portal/lt/legalAct/TAR.8A39C83848CB/asr 
https://e-seimas.lrs.lt/portal/legalAct/lt/TAD/TAIS.404614?jfwid=16u850xoyx.  

55 

 
 
 
 
 
 
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reorganisation"?68  This  is  an 
informational document. 

the  authority  of 

documents  confirming 
the 
representative  must  be  submitted  to  the  Registry 
Manager  together  with  the  documents.  If  the 
documents are sent by post, a copy of the personal 
document is attached. 

68 Available in Italian at: https://info.registrucentras.lt/node/434.  

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2.18.  Luxemburg 

Luxembourg – Research Table 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Soft law concerning 
mergers of 
associations 

Does this 
exist in 
Luxembourg? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

The  draft  law  introduces  new  tools  which  should 
facilitate restructuring by means of a transformation 
or merger, which will allow the association to retain 
its legal personality in the case of a transformation, 
and to transfer its assets and liabilities to the new 
association in the case of a merger. The members 
to  disappear  will 
of 
automatically become members of the association 
resulting from the merger. 

the  association 

that 

is 

Yes 

Fairly 
general 

No 

No 

Draft governmental  
amendments  to  draft  law  no. 
6054 on non-profit associations 
and foundations. 

Draft law no. 6054 on non-profit 
associations  and  foundations 
(In    particular  Chapter  XI  – 
Section II) 

57 

 
 
 
 
 
 
 
Final Report 

Title of legislation or soft 
law instrument 

Summary of the main provision(s) 

2.19.  Latvia 

Latvia – Research Table 

Does 
this 
exist in 
Latvia? 

Is it 
specific, 
fairly 
general 
or 
general? 

Does it 
address 
the 
cross-
border 
context? 

Is there 
any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Biedrību un nodibinājumu  
likums (Associations and  
Foundations Law)69 

Legislation 
concerning 
mergers or de-
mergers/divisions 
of associations 

In  Latvia,  the  Associations  and  Foundations  Law  provides  a  legal 
framework for the functioning of both of these entities. However, according 
to  a  specific  section  dedicated  to  associations  in  the  aforementioned 
legislation, in Latvian law, only associations may participate in the process 
of  a  merger,  unless  it  is  otherwise  prescribed  by  law  (73.2  AFL 
(Associations and Foundations Law)). It is hence considered that a specific 
legislation  addresses  mergers  and  de-mergers  of  associations  in  Latvia. 
An  association  may  be  merged  with  another  association  through  the 
course of an incorporation or a merger (74.1 AFL). In order for associations 
to merge, a merger agreement and a decision are required, which is taken 
by meeting of members of each association involved in the merger process 
(76.1 and 77.1 AFL). After that, an application to the Register Authority is 
required (80 AFL). In the case of a merger, the rights and obligations of the 
association  to  be  incorporated  transfer  to  the  acquiring  association. 
Members  of  the  association  to  be  incorporated  become  members  of  the 
acquiring association (74.5 AFL). 

69 LV version: https://likumi.lv/ta/id/81050-biedribu-un-nodibinajumu-likums 
ENG version: https://likumi.lv/ta/en/en/id/81050  

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Final Report 

Soft law 
concerning 
mergers of 
associations 

Yes 

Specific 

No 

No 

Biedrību pievienošana 
(Reorganisation of an 
association – Acquisition) 70 

The  guidelines  provide  a  general  overview  of  the  association  merger 
process  and  specify  the  documents  to  be  attached  to  the  merger 
application. 

70 LV version: https://www.ur.gov.lv/lv/registre/organizaciju/biedriba/reorganizacija/pievienosana/ 
ENG version: https://www.ur.gov.lv/en/register/organization/association/reorganisation/acquisition/ 

59 

 
 
 
 
 
 
2.20.  Malta 

Malta – Research Table 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Final Report 

Does this 
exist in 
Malta? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Yes 

Fairly 
general 

No 

No 

Article  12D  of  the  Voluntary 
Organisations Act, Chapter 497 
of the Laws of Malta71 

It  prescribes  a  duty  of  notification  of  a  merger  or 
demerger of a Non-Enrolled Voluntary Organisation, 
to  the  Office  of  the  Commissioner  for  Voluntary 
Organisation. 
the 
Commissioner shall amend the List of Non-Enrolled 
Voluntary Organisations as necessary. 

the  notification, 

light  of 

In 

legislation  only  applies 

to  Voluntary 
This 
Organisations, defined as a Foundation, A Trust, An 
Association of persons or a temporary organisation 
which is created or established: 

A)  For any social purpose including that which 
qualifies as a public purpose or for public 
benefit; 

B)  as non-profit making; and is voluntary. 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

71 Voluntary Organisations Act (Chapter 492 of the Laws of Malta), accessible via the following link: MALTA LEGISLATION 

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2.21.  Netherlands 

Netherlands – Research Table  

Does this 
exist in The 
Netherlands? 

Is it specific, 
fairly general or 
general? 

Does it 
address 
the cross-
border 
context? 

Is there 
any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft 
law instrument 

Summary of the main provision(s) 

Legislation 
concerning mergers 
or de-
mergers/divisions of 
associations 

Soft law concerning 
mergers of 
associations 

No 

 n/a 

n/a 

n/a 

n/a 

Dutch law  doesn’t differentiate between associations 
is  hence  no  specific 
and  undertakings.  There 
legislation  providing  merger  rules  for  associations  in 
the Netherlands. 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

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2.22.  Poland 

Poland – Research Table 

Does this 
exist in 
Poland? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context?  

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

No 

n/a 

n/a 

n/a 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Statute from 6 April 1984 on 
foundations (Dz. U. 1984 Nr 21 
poz. 97) 

Although Polish Law does not cover merger rules of 
associations,  it  does  contain  provisions  regulating 
the merger and de-mergers of foundations. 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

72 Available in Polish at: https://isap.sejm.gov.pl/isap.nsf/download.xsp/WDU19840210097/U/D19840097Lj.pdf 

62 

Ustawa z dnia 6 kwietnia 1984 
r. o fundacjach72 .  

optionally 

Specifically, Article 5(1), second 
sentence states that the statute 
contain 
may 
provisions 
the 
regarding 
foundation's  merger 
with 
another.  This  process  may 
consist  either  in  the  transfer  of 
assets  from  one  foundation  to 
another,  which  results  in  the 
loss  of  legal  personality  of  the 
foundation 
its 
assets (incorporation), or in the 
merger  of  two  organizations, 
which will lead to the dissolution 

transfers 

that 

the  statute  of 

founder  establishes 

The 
the 
foundation, specifying its name and registered office 
and  assets,  goals,  values,  forms  and  the  scope  of 
foundation's  activities,  composition  and 
the 
organisation  management  board,  the  method  of 
appointment, as well as the duties and powers of the 
body  and  its  own  members.  The  statute  of  the 
association  may  also  contain  other  provisions,  in 
particular  concerning  the  foundation's  business 
activities, admissibility and conditions of its merger 
with  another  foundation,  change  of  purpose  or 
statute,  and  also  provide  for  the  establishment  of 
the 
other 
management board. 

foundation  bodies 

in  addition 

to 

 
 
 
 
 
 
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of  both  foundations  and  the 
creation of a new one. 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

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2.23.  Portugal 

Portugal – Research Table 

Does this 
exist in 
Portugal? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

General 

Yes 

Yes 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

73 Available in Portuguese at: https://dre.pt/dre/legislacao-consolidada/decreto-lei/1966-34509075-49756375 

64 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Article  33 
(Legal  entities), 
number  4  of  Portuguese  Civil 
Code  

Artigo  33  (Pessoas  colectivas), 
número 4 do Código Civil  

Decree-Law  n.º  47344/66,  of 
November 25th. 

Decreto-Lei  n.º 47344/66, de 25 
de Novembro73  

Mergers are regulated by the law of the State where 
the association has its headquarters.  

The  transfer,  from  one  State  to  another,  of  the 
registered  office  of  a  legal  person  does  not 
extinguish  its  legal  personality,  if  the  laws  of  both 
States so agree (art. 33, para. 3, of the Portuguese 
Civil Code).  

The only article in Portuguese legislation that refers 
to the merger of non-profit associations is 33/4 and 
determines that this merger must be carried out in 
accordance with the terms of the laws of the states 
of the headquarters of each of the associations that 
will be merged. 

In Portugal, the transformation of associations into 
commercial  companies  or 
is  not 
regulated. 

foundations 

Conversions,  mergers  or  divisions  might  be 
regulated by the association's statutes. 

 
 
 
 
 
 
 
 
Final Report 

Soft law concerning 
mergers of associations 

No 

n/a 

n/a 

n/a 

n/a 

n/a 

65 

 
 
 
 
Final Report 

2.24.  Romania 

Romania – Research Table 

Does this 
exist in 
Romania? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

74 Available in Romanian here: OG 26 30/01/2000 - Portal Legislativ (just.ro) 

66 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

Ordinance no. 26 of 30 January 
2000 
regarding  associations 
and foundations ("GO 26/2000”) 
-  Articles  34  paras.  (1)  and  (2) 
and 34, para. (1) 

Romanian:  “ORDONANȚĂ  nr. 
26  din  30  ianuarie  2000  cu 
privire la asociații și fundații” 74 

Article 34, paras. (1) and (2) of GO 26/2000 provide 
as follows: 

(1)  Merger takes place through the absorption 
of an association by another association or 
by combining two or more associations in 
order to form a new association. 

(2)   Division  takes  place  through  the  division 
of  the  entire  patrimony  of  an  association, 
which ceases its existence, between two or 
more existing associations or associations 
who are born as a result of the division. 

[…] 

Article 34, para. (1) of GO 26/2000 provides that: 

(1)  In  the  case  of  associations,  the  merger  or 
division decision is taken by decision of at least 

 
 
 
 
 
 
Final Report 

Yes 

Specific  

No 

No 

See: Comment published in the 
work  Wolters  Kluwer,  The  law 
on associations and foundations 
of  31  March  2015,  Wolters 
Kluwer 

Soft law concerning 
mergers of associations 

two thirds of the total number of members of the 
management board.  

[…] 

The brief comment draws attention to the following 
aspects: 

In  the  case  of  an  association,  the  decision  of  the 
general meeting concerning merger or division must 
be taken with a qualified majority: 2/3 of the number 
of the members of the general meeting; 

Such decisions are subject to their registration in the 
registry  of  associations  and  foundations,  being 
followed  by  their  performance,  carrying  out  the 
division or merger operation and registration of the 
newly born entities in the same registries.  

Two  or  more  associations  can  take  part  in  the 
merger  operation.  It  is  not  permitted  for  other 
juridical  entities  to  take  part  in  the  process, 
irrespective of their form of organisation; 

Merger  and  division  entail  amendments  to  the 
constitutive acts.  

67 

 
 
  
 
Final Report 

2.25.  Sweden 

Sweden – Research Table 

Does this 
exist in 
Sweden? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

No 

n/a 

n/a 

n/a 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

75 Available in Swedish here, please see Appendix 1 for English extract of Chapter 23 – 24.  
76 Available in Swedish here, not available in English. 
77 Court of Appeals: RH 2012:16, not available in English. 

68 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

See, however: The Swedish 
Companies Act (Sw. 
Aktiebolagslag 2005:551).75 

The Co-operative Societies’ Act 
(Sw.  Lagen  om  ekonomiska 
föreningar 2018:672).76 

Court 
of 
2012:16.77 

Appeals: 

RH 

There  is  no  legislation  governing  mergers  and  de-
mergers  of  non-profit  associations  in  Sweden, 
making  it  effectively  prohibited  in  the  prescribed 
legal route. This is reflected by the general principle 
according  to  Swedish  law  that  such  a  change  of 
shareholder that a merger or de-merger implies, is 
prohibited  unless  exceptions  are  stipulated  in  the 
law.  

The  Swedish  Companies  Act 

Such exceptions are only found in Chapter 23 – 24 
of 
(Sw. 
Aktiebolagslagen 2005:551) and Chapter 16 of The 
Co-operative  Societies’  Act 
(Sw.  Lagen  om 
ekonomiska  föreningar  2018:672),  meaning  that 
mergers  and  de-mergers  are  only  possible  for 
(Sw.  aktiebolag), 
limited 
cooperative  association  (Sw.  ekonomisk  förening), 
and cooperative associations wholly-owned limited 
companies (Sw. helägt aktiebolag). 

liability  companies 

 
 
 
 
 
Final Report 

No 

n/a 

n/a 

n/a 

Soft law concerning 
mergers of associations 

See, howeverLindquist, Björn, 
Merger of sports associations 
(Sw. Sammanslagning av 
idrottsföreningar), SvJT, 1999 
p. 748 – 761.78   

Johansson, Svante, Main 
features of Swedish association 
law (Sw. Svensk 
associationsrätt i huvuddrag), 
13th edition, 2022, p. 367 – 368. 

 It  has  nevertheless  been  discussed  whether  the 
above-mentioned rules can be applied in parallel to 
non-profit associations. But the Court of Appeal (Sw. 
Hovrätten)  have ruled that a  non-profit association 
cannot  use  the  merger  and  de-merger  rules  in 
parallel (RH 2012:16).  

Even  though  the  term  merger  can  legally  only  be 
used  by  the  above-mentioned  parties,  the  word 
merger is still often used when it comes to mergers 
between  non-profit  associations  in  Sweden.  The 
merger  is  instead  achieved  by  one,  or  several, 
associations  choosing  to  liquidate  and  transferring 
the  surplus  to  the  other  association,  or  both 
associations choosing to  liquidate  and transfer the 
surplus to a newly created non-profit association. 

78 Available in Swedish here, not available in English.  

69 

 
 
 
 
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2.26.  Slovenia 

Slovenia – Research Table 

Does this 
exist in 
Slovenia? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is there any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Title of legislation or soft law 
instrument 

Summary of the main provision(s) 

No  

n/a 

n/a 

n/a 

n/a 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Non-profit associations are governed by Chapter 1, 
sub-section  5  (Articles  563  –  578.a)  of 
the 
Companies Act. 

to  mergers  or  de-

No  provisions 
relate 
mergers/divisions of non-profit associations. 
However,  it  shall  be  noted  that,  in  relation  to  non-
profit associations, Article 574 of the Companies Act 
(transformation  of  legal  entities  into  an  association 
and  vice  versa),  determines  that  any  legal  entity 
whose  activity  corresponds  to  the  definition  of  the 
activity  of  an  association  may  be  transformed  into 
such an association without the termination  of one 
and the creation of a new legal entity.  

Moreover, the association may be transformed into 
a  company  with  unlimited  liability  without  the 
termination  of  one  and  the  creation  of  a  new  legal 
entity. 
Mergers and de-mergers/divisions of companies in 
general are governed by Chapter 2 and 3 (Articles 
the  Companies  Act, 
580 
http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZA
KO4291.  These  provisions  govern  the  mergers  of: 

639) 

of 

– 

70 

 
 
 
 
Final Report 

joint  stock  companies,    association  of  limited  joint-
stock  companies  and  joint-stock  companies  and 
merger of limited liability companies; as well as the 
division of capital companies. 
Moreover, as of 02 March 2023, there is a proposal 
for  an  amendment  of  the  Companies  Act  in 
interdepartmental  coordination.  See  https://e-
uprava.gov.si/drzava-in-druzba/e-
demokracija/predlogi-predpisov/predlog-
predpisa.html?id=14371. This proposed  
amendment aims at transposing the following 2 EU  
Directives  into  national  legal  order:  Directive  (EU) 
2019/1151  of  the  European  Parliament  and  of  the 
Council  of  20  June  2019  amending  Directive  (EU) 
2017/1132  regarding  the  use  of  digital  tools  and 
procedures 
law 
(32019L1151) 
Directive 
the  European 
Parliament and of the Council of 27 November 2019 
amending Directive (EU) 2017/1132 on cross-border 
transformations, 
divisions 
mergers 
(32019L2121) 

(EU)  2019/2121  of 

field  of  company 

and 

the 

in 

Soft law concerning 
mergers of associations 

No  

n/a 

n/a 

n/a 

n/a 

n/a 

71 

 
 
 
 
 
Final Report 

2.27.  Slovakia 

Slovakia – Research Table 

Does this 
exist in 
Slovakia? 

Is it 
specific, 
fairly 
general or 
general? 

Does it 
address the 
cross-
border 
context? 

Is any 
distinction 
noted 
between 
incoming 
and 
outgoing 
mergers? 

Yes 

Specific 

No 

No 

Yes 

Specific 

No 

No 

Legislation concerning 
mergers or de-
mergers/divisions of 
associations 

Soft law concerning 
mergers of 
associations 

Title of legislation or soft 
law instrument 

Summary of the main provision(s) 

Zákon o združovaní občanov 
č. 83/1990 Zb.79 / Act on 
Citizens Associations, Act No. 
83/1990 Coll.80 

The  Act  on  Citizens  Associations  only  uses  the  term 
“amalgamation”  in  section  12,  par.  1  and  2  which  in 
Slovak  means  merger.  So  the  merger  of  two  or  more 
associations is possible, but the Act does not distinguish 
a division of an association. It is in fact impossible to de-
merger  an  association  in  Slovakia.  Neither  the  cross-
border  merger,  nor  the  cross-border  demerger/division 
is possible according to the actual Slovak legislation.  

Guideline of the Association of 
Accountants of Slovakia 
Usmernenie Združenia 
účtovníkov Slovenska.81 

The  guideline  deals  with  the  merger  of  associations, 
which is based on the approval of the highest bodies of 
the associations and the signing of the Agreement on the 
Merger of Civic Associations. 

79 Available in Slovak here: https://www.slov-lex.sk/pravne-predpisy/SK/ZZ/1990/83/20201001 
80 Available in Slovak here: https://www.ilo.org/dyn/natlex/natlex4.detail?p_lang=en&p_isn=99932&p_country=SVK&p_classification=02 
81 Available in Slovak here: https://www.zusk.sk/otazka/zlucenie-obcianskych-zdruzeni-uctovanie/ 

72 

 
 
 
 
 
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