statuten

Statuten are formal written rules that establish the foundation and governing framework of a legal entity such as a company, foundation, or association. They define the entity’s name or legal form, its registered office, purpose, and the core rules that govern its operation and existence.

Typical content includes the purpose or object of the entity, its duration, the governance structure (for example, general assembly, board of directors, supervisory body), and the powers and duties of those bodies. They also cover membership or shareholding rules, admission and transfer of interests, decision-making procedures, voting rights, and financial provisions including capital, profits, and distributions. In many systems, the statutes also address dissolution, liquidation, and the allocation of remaining assets.

Statuten are generally binding on all members and organs of the entity and may determine external relations with third parties. In many jurisdictions they are public documents and must be registered or filed with a government authority or registry, and changes often require formal procedures.

Amendments to statuten typically require a special resolution, and may necessitate notarial authentication, public registration, or publication. Dissolution or liquidation is also governed by the statutes and applicable law.

Statuten are distinct from internal regulations or bylaws, which provide detailed rules for day-to-day operations but must conform to the statutes. The exact content and formal requirements of statuten vary by jurisdiction and legal form.