On October 14, 2026, the Deutsche Bundestag (German Federal Parliament) held its first debate on the Federal Government’s bill to strengthen the cooperative legal form. Following the 30-minute debate, the bill, published as Bundestagsdrucksache 21/8410 (Bundestag Printed Paper 21/8410), was referred to the lead Committee on Legal Affairs for further deliberation. A final decision has not yet been made.
Cooperative law to be modernised
The Federal Government’s bill is intended to accelerate formations, expand digital procedures, and adapt the organisational framework for cooperatives. The legislative initiative also implements an agreement from the coalition agreement for the 21st legislative term and builds on the bill published as Bundestagsdrucksache 20/14501, which was not completed during the previous legislative term.
Registration within 20 working days
A key element of the bill is the acceleration of the registration procedure, referred to as the “20-day formation guarantee”. In future, the register courts are generally to register a newly formed cooperative within 20 working days of receiving the complete formation documents.
The proposed time limit therefore requires all documents necessary for registration to have been submitted in full. It applies to the proceedings before the register court and is intended to limit the period between receipt of the complete documents and registration.
Businesses to be relieved of information obligations
The Federal Government’s bill estimates the expected annual relief for businesses at approximately EUR 536,000. This amount is to result entirely from reduced administrative costs associated with information obligations.
In addition to accelerating procedures, the bill contains further provisions on the digitalisation of processes under cooperative law. This is intended to adapt the statutory framework to digital communication and administrative processes.
Changes to membership and management structure
The planned reform does not only concern formation and registration procedures. It also provides for changes to the requirements governing membership numbers and to the powers and composition of the management board.
Minimum number of members
Under the bill, a cooperative must have at least three members. When determining whether this minimum number has been met, legal entities are not to be taken into account under certain conditions if they are represented by the same persons.
The bill therefore more precisely limits which members count towards the statutory minimum number. The decisive factors are the conditions envisaged in the legislative process for the respective representation arrangements.
Cap on investor members
A cap is to be introduced for investor members. They may account for no more than 50 per cent of the total number of members.
The provision therefore limits the numerical proportion of such members within the cooperative. The proposed cap relates to the number of members, not the amount of the interests they hold.
Expanded authority to issue instructions to the management board
The scope for making the management board subject to instructions under the articles of association is to be expanded. The relevant threshold is to increase from the current 20 members to 150 members.
The preceding ministerial draft had provided for a threshold of 1,500 members. By contrast, the Federal Government’s bill adopted by the Bundeskabinett (Federal Cabinet) on July 15, 2026, contains the lower threshold of 150 members.
Rules governing temporary absences from the management board
The bill also addresses situations in which management board members are temporarily unable to perform their duties. These include, in particular, maternity leave, parental leave, care responsibilities, and illness.
Suspension of management board duties
Statutory provisions on the suspension of management board duties are to be introduced for the personal circumstances specified above. They are intended to address the temporary absence of a management board member without leaving that person’s status as an officer of the cooperative and the related structural issues unregulated.
The proposed provisions cover the following cases:
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Management board duties may be suspended during maternity leave.
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Suspension is also to be permitted in connection with parental leave.
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Interruptions due to care responsibilities are to be covered by the provision.
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The same applies to periods of absence due to illness.
For the interim period, the supervisory board is to appoint a substitute management board member.
Falling below the required number of management board members
The bill provides for a special transitional rule in the event of the death of a management board member. In such a case, the number of management board members may fall below the required minimum for no more than six months.
The time limit is intended to permit a temporary deviation from the prescribed composition. Once this period has expired, the statutory requirements and the requirements under the articles of association concerning the composition of the management board must once again be met.
Further legislative process
Following its first reading in the Bundestag, the Federal Government’s bill is now before the lead Committee on Legal Affairs. The proposed changes will be considered there in greater detail. As the parliamentary process has not yet been completed, the substance and scope of the planned provisions may still change before a final resolution is adopted.
The reform affects key aspects of the formation of cooperatives, the drafting of their articles of association, membership, and management structures. Companies, investors, and other stakeholders with legal questions concerning these corporate structures can obtain corporate law advice from MTR Legal tailored to the circumstances of the individual case.
