Organchaft

Organchaft is a legal concept in German law that refers to the attribution of actions and liability to a legal entity through its organs. An organ is a person or a body that has been vested with the authority to act on behalf of the organization in accordance with its statutes, charter, or governing rules. Common examples include corporate organs such as the managing directors (Geschäftsführung) and the executive board (Vorstand) in companies, the supervisory board (Aufsichtsrat), as well as the representative bodies in associations. In constitutional or public law, organs can be government ministries or other state institutions that act as the state’s functional units.

Under the Organchaft principle, acts performed by an organ within its authorized powers are treated as acts of the organization itself. This means that the organization can bind itself through the acts of its organs, and it can be held responsible for damages or obligations arising from those acts. At the same time, organ-level liability (personal liability of organ holders) can arise in cases of fault, exceeding authority, or breach of fiduciary duties, depending on the applicable rules and circumstances.

The concept plays a central role in representation, governance, and liability. It clarifies when a legal entity’s responsibility lies with the organization as a whole versus with individual organ holders. Organchaft also appears in state-law contexts, where it describes how the state acts through its organs and how accountability is assigned for those actions.

See also: organ (law), organträger, organhaftung, corporate governance, Vereinsrecht.