The Planned Reform of Cooperative Law
With a new draft bill, the legislature intends to strengthen the cooperative legal form and thereby further modernise the Cooperative Societies Act (Genossenschaftsgesetz), which has remained essentially unchanged since 2006. Compared to the earlier ministerial draft (Referentenentwurf) of the Federal Ministry of Justice, the fundamental direction has not changed; rather, the project has been further developed. The draft continues to rest on three guiding principles: the digitalisation of cooperative processes, greater attractiveness of the legal form, and more effective protection against abuse.
Digitalisation
In the future, text form (Textform) is to become the default – for example, for membership applications, minutes, member loans, and register filings. In addition, virtual and hybrid meetings of the management board and supervisory board will be permitted, as will a digitally conducted founding assembly; the Fourth Bureaucracy Relief Act (Viertes Bürokratieentlastungsgesetz) of 2024 had already paved the way for this.
Increasing Attractiveness
Measures to increase attractiveness include differentiated rules for investing members, the possibility of suspending a management board position during maternity protection, parental leave, care obligations, or illness, and a standard deadline of 20 working days for entry in the cooperative register. Whether this deadline will actually accelerate formations depends, however, on whether the accompanying steps – notarial pre-examination and standardised formation opinions – also proceed more quickly in practice.
Prevention of Abuse
Noteworthy is the expansion of abuse prevention: the draft clarifies that a pure capital investment does not constitute a permissible promotional purpose (Förderzweck), and prohibits the shelf formation of cooperatives – both reactions to dubious capital investment cooperatives. Furthermore, the rights of the auditing association (Prüfungsverband) are expanded, up to and including an obligation to inform BaFin in cases of endangerment. This strengthens preventive control without unduly burdening legitimate cooperatives.
Changes Compared to the Ministerial Draft
The government draft goes beyond the ministerial draft in several key respects: the obligation to make additional contributions (Nachschusspflicht) is changed from a mandatory to an optional provision of the articles of association; a new Section 69 GenG-E systematically reorganises the registration of the member list; and the data protection level for inspection of the member list is significantly raised.
At the same time, details have been adjusted – for example, the threshold for binding the management board to instructions has been lowered from 1,500 members in the original ministerial draft to 150 members, and a statutory ceiling of 50 percent has been introduced for investing members. These adjustments are convincing, as the originally proposed, significantly higher thresholds could have structurally endangered cooperative self-governance and member democracy.
Conclusion
A critical point is that the new regulation reaches a regulatory density in certain areas – such as the administrative offence provisions and data exchange between supervisory authorities – that is rather foreign to the traditionally lean cooperative law. On balance, however, the draft is convincing as a measured and practice-oriented further development that makes the cooperative legal form fit for the future without abandoning its fundamental principles.
