# Conversion of a Single-Member Association into a gGmbH > An association may convert into a gGmbH despite having only one member if no effective withdrawal decision under § 73 BGB exists. Source: https://www.mtrlegal.com/en/conversion-single-member-association-ggmbh/ · Language: en · Updated: 2026-10-21 --- ## Conversion of an Association into a gGmbH May Be Eligible for Registration Despite Having Only One Member The Oberlandesgericht Brandenburg (Brandenburg Higher Regional Court) has addressed the question of whether a registered non-profit association can be converted into a non-profit GmbH if the association has only one remaining member. According to the decision of the OLG Brandenburg (Brandenburg Higher Regional Court) of September 24, 2026 – 14 W 16/26 – the remaining single-member situation alone does not preclude registration of the change of legal form in the commercial register and register of associations. According to the decision, the decisive factor is that no effective decision withdrawing legal capacity under § 73 BGB (German Civil Code) has yet been issued. Before such a withdrawal decision becomes final and binding, the association remains capable of conversion. ## Legal Framework for the Conversion of Incorporated Associations ### Permissible Target Legal Forms under the Umwandlungsgesetz The Umwandlungsgesetz (UmwG, German Transformation Act) contains special requirements for incorporated associations. Under [§ 272 Abs. 1 UmwG](https://www.gesetze-im-internet.de/umwg_1995/__272.html), an incorporated association may, by resolution on a change of legal form, exclusively acquire the legal form of a corporation or a registered cooperative. A non-profit GmbH is therefore a permissible target legal form, provided that the other statutory requirements are met. The change of legal form does not result in a new formation in the economic sense, but rather in a change of the legal form of the existing legal entity in accordance with the requirements of the Umwandlungsgesetz. The points relevant in this context include in particular: - the association’s capacity to be converted, - the permissible target legal form, - the requirements for the resolution on the change of legal form, - registration in the registers involved, - the special requirements for non-profit legal entities. ### Notarial Recording of the Resolution on the Change of Legal Form The resolution of an association on a change of legal form must be notarised pursuant to § 193 Abs. 3 Satz 1 UmwG. This formal requirement is one of the key prerequisites for implementing the change of legal form under registration law. In the case of a registered association that is to be converted into a gGmbH, both association law requirements and transformation law requirements must therefore be observed. The decision of the OLG Brandenburg concerns in particular the question of whether the low number of members rules out the association’s capacity to be converted. ## Decision of the OLG Brandenburg on the Single-Member Situation ### No Exclusion of Capacity to Be Converted Solely Due to Having Only One Member The OLG Brandenburg held that the change of legal form of a registered non-profit association into a non-profit GmbH may be permissible and may be registered in both the commercial register and the register of associations even if the association has only one remaining member. The prerequisite is that there is no effective withdrawal decision under § 73 BGB. The decision therefore does not require that the association actually have several members again before the change of legal form can be completed. Rather, the decisive factor is the association’s status under registration law and association law before a withdrawal decision becomes final and binding. ### Significance of § 73 BGB § 73 BGB concerns the withdrawal of an association’s legal capacity. According to the legal view reproduced by the OLG Brandenburg, the association remains capable of conversion before a withdrawal decision becomes final and binding. The decision thus distinguishes the mere factual membership situation from the association’s legal existence and capacity to be converted. As long as the relevant withdrawal decision has not become effective, the change of legal form cannot, according to the decision, be refused solely because of the remaining single-member structure. ## Special Features in the Case of Non-Profit Associations ### Tax-Exempt Associations and Special Provisions in the Umwandlungsgesetz Special transformation law provisions apply to a non-profit association that is tax-exempt under § 5 Abs. 1 Nr. 9 KStG (German Corporate Income Tax Act). Under § 282 Abs. 2 UmwG, the settlement offer under § 282 Abs. 1 UmwG and §§ 207 to 212 UmwG do not apply in this case. This provision takes account of the particular structure of tax-exempt non-profit legal entities. However, it does not alter the fact that the change of legal form of an association into a gGmbH remains subject to the requirements of the Umwandlungsgesetz and review under registration law. ### gGmbH as the Target Legal Form The gGmbH is not a separate legal form alongside the GmbH, but rather a GmbH with a non-profit purpose. For the change of legal form of a registered non-profit association, it qualifies as a corporation within the meaning of § 272 Abs. 1 UmwG and may therefore be considered as the target legal form. The decision of the OLG Brandenburg concerns precisely this scenario: the conversion of a registered non-profit association into the legal form of a non-profit GmbH. ## Classification of the Decision under Registration Law ### Registration in the Commercial Register and Register of Associations According to the decision of the OLG Brandenburg, the change of legal form may be registered in the commercial register and in the register of associations under the stated conditions. The decision thus relates to the implementation under registration law of a change of legal form that has already been resolved. Registration requires that the statutory requirements be met. According to the decision, the mere fact that only one association member remains is not sufficient to refuse registration, as long as no effective withdrawal decision under § 73 BGB has been issued. ### Finality of the Decision The decision of the OLG Brandenburg of September 24, 2026 – 14 W 16/26 – is described as final and binding. The decision is reported under BeckRS 2026, 24207. The full text is expected to be available in the official case-law database of the State of Brandenburg; enquiries regarding individual decisions of the Brandenburgisches Oberlandesgericht (Brandenburg Higher Regional Court) are handled there by the competent department. ## Significance for Restructurings of Non-Profit Legal Entities The decision makes clear that the capacity of a registered association to be converted is not assessed solely on the basis of the number of its members. For treatment under registration law, the decisive question is rather whether an effective withdrawal decision under § 73 BGB already exists. For non-profit organisations, founders, sponsor structures and companies with non-profit shareholdings, the choice of legal form can be of considerable importance. Questions concerning the [change of legal form, the gGmbH](https://www.mtrlegal.com/regions/aalen/gmbh-recht/) and corporate restructurings regularly affect several areas of law. MTR Legal Rechtsanwälte supports clients in such constellations with [legal advice in corporate law](https://www.mtrlegal.com/rechtsberatung/gesellschaftsrecht/) tailored to the respective structure.