Federal Government presents draft reform of cooperative law
The Federal Government has introduced a bill to strengthen the cooperative legal form in the Bundestag (German Federal Parliament). The aim of the draft is to modernize cooperative law and, in particular, to reflect more strongly developments in digitalization in commercial and private legal transactions.
According to the available information, the government draft was adopted by the Federal Cabinet on July 15, 2026. On August 14, 2026, it was forwarded to the Bundesrat (Federal Council); the lead ministry is the Federal Ministry of Justice and Consumer Protection. The basis of the project is an agreement from the coalition agreement for the 21st legislative period. At the same time, the draft builds on legislative work from the 20th electoral term that was not completed due to the premature end of the then Federal Government.
Digitalization in cooperatives to be facilitated
Text form, digital meetings and digital resolutions
According to the Federal Government’s explanatory memorandum, digitalization in cooperatives is to be promoted by enshrining text form in cooperative law to the greatest extent possible. In addition, digital meetings and the adoption of resolutions by digital means are to be facilitated.
According to the Federal Government, the digital provision of information to cooperative members is also to be simplified. In this way, the draft responds to the increasing use of digital forms of communication in legal and business transactions.
Affected regulatory areas of the Cooperative Societies Act
Article 1 of the draft provides for amendments to the Genossenschaftsgesetz (GenG, German Cooperative Societies Act) in the version promulgated on October 16, 2006, most recently amended by Article 22 of the Act of October 23, 2024. The proposed amendments concern, among other things, internal decision-making, information processes and issues relating to membership structure.
According to the Federal Ministry of Justice and Consumer Protection, there were more than 7,000 cooperatives in Germany in 2025 with around 22 million members. The draft therefore concerns a legal form that is of considerable importance in various sectors of the economy and also in private associations.
Focus on the attractiveness of the cooperative legal form
Investing members and suspension of management board activity
According to the Federal Government, several suggestions from practice are to be taken up in order to increase the attractiveness of the cooperative legal form. In particular, reference is made to provisions on the treatment of investing members and on the suspension of management board activity in cases of maternity protection, parental leave, caregiving or illness.
According to the supplementary information published, the draft provides for an upper limit for investing members of 50 percent of the number of members. Members who do not themselves use the services of the cooperative are therefore to make up no more than half of the membership. According to the information, this limit is intended to make business models of dubious investment cooperatives more difficult and to prevent external investors from taking control.
Additional contribution obligation only where provided for in the articles
Compared with the ministerial draft, the additional contribution obligation is, according to the Federal Ministry of Justice and Consumer Protection, now only provided for as optional. Without a corresponding provision in the articles, there is to be no additional contribution obligation.
The ministerial draft had been sent to the Länder and associations and published on June 25, 2025. The deadline for comments ran until July 30, 2025.
Formation of cooperatives to be accelerated
Database and faster register procedures
To accelerate the formation of a cooperative, the draft provides for several measures. According to the Federal Government, a database of the cooperative auditing associations to be involved is to be created.
In addition, the examination of the promotional purpose by the Registergericht (registration court) is to be accelerated. A standard time limit for entries in the cooperative register is also planned.
Standardization of formation opinions
In addition to the planned database of auditing associations, the Federal Government states that standardization of the formation opinions is also envisaged. This is intended to standardize processes in formation and accelerate procedures.
According to the cover sheet of the government draft, no additional compliance costs will arise for citizens. Effects on the federal budget and on the budgets of the Länder and municipalities are not shown there.
Measures against dubious cooperatives
Capital investment alone is not to be a permissible promotional purpose
The bill also contains provisions aimed at dubious cooperatives. According to the Federal Government, these are also intended to take into account proposals made by the Bundesrat.
This includes, in particular, the clarification that mere capital investment is not a permissible promotional purpose of a cooperative. This distinction is important for the cooperative legal form because, by its nature, it is geared toward promoting its members.
Auditing associations and state supervision
The draft provides for an expansion of the rights and duties of cooperative auditing associations as well as closer state supervision of auditing associations. Auditing associations are to be required to pass on findings where there are indications that an audited cooperative is not pursuing a permissible promotional purpose, but is instead investing its assets according to a defined investment strategy.
The planned elements include in particular:
- the clarification regarding the impermissible promotional purpose of mere capital investment,
- information duties of auditing associations where there are corresponding indications,
- greater involvement of state supervision over auditing associations,
- provisions limiting investing members.
Bundesrat comments on the government draft
Statement of September 25, 2026
The Bundesrat issued its statement on the government draft at its 1068th session on September 25, 2026. According to the status of the deliberations, the statement related, among other things, to Article 1 number 19 concerning § 27 Absatz 1 Satz 3 GenG (Section 27(1) sentence 3 of the German Cooperative Societies Act) and to Article 1 number 32 letter a concerning § 53a Absatz 1 Satz 1 GenG (Section 53a(1) sentence 1 of the German Cooperative Societies Act).
The Bundesrat calls for the reference to “150 members” in Article 1 number 19 concerning § 27 Absatz 1 Satz 3 GenG to be replaced by “50 members”. It also objects to Article 1 number 32 letter a concerning § 53a Absatz 1 Satz 1 GenG.
Committee recommendations on the general meeting
According to the committee recommendations of the Legal Affairs Committee, the Economic Affairs Committee and the Housing Committee dated September 11, 2026, the planned expansion of the right of instruction of the general meeting of cooperatives from 20 to 150 members was viewed critically. The committees considered this to be a disproportionate interference with established cooperative structures.
These statements make clear that individual regulatory proposals in the draft remain the subject of further deliberation in the parliamentary procedure and in the federal participation process.
Deliberation in the Bundestag and further motions
First reading on October 14, 2026
The Bundestag debated the bill on Wednesday, October 14, 2026, in its first reading. The debate was scheduled for 30 minutes. Following the deliberation, the bill is to be referred to the lead Committee on Legal Affairs and Consumer Protection.
According to the Federal Ministry of Justice and Consumer Protection, the plan is for the Act to be adopted and enter into force at the beginning of 2027. The further course remains dependent on the parliamentary procedure.
Motions by parliamentary groups considered at the same time
Together with the bill, the motion by Die Linke parliamentary group, “Companies in employee hands – overcoming the succession crisis in the Mittelstand”, was debated. A motion by the AfD parliamentary group entitled “Establish citizen building cooperatives – make low-risk home ownership possible” was also considered and is to be referred to the Committee on Housing, Urban Development, Building and Local Government.
The motion by the AfD parliamentary group calls, among other things, for exemptions from real estate transfer tax and KfW subordinated loans as a substitute for equity. At the same time, the parliamentary group accuses the coalition of essentially focusing on digitalization, formation and supervision in its draft.
Economic effects and reactions from associations
Relief regarding information duties
According to the information in the government draft, the project will result in annual relief for the economy of around EUR 536,000 for cooperatives. This relief consists entirely of bureaucracy costs arising from information duties and is assessed as an “out” within the meaning of the “one in, one out” rule.
No further compliance costs for citizens are shown in the cover sheet. According to it, no effects on the public budgets of the Federation, the Länder and municipalities are to arise either.
Criticism of a rigid limit for investing members
Individual points of the draft were assessed differently in cooperative practice. Deutscher Raiffeisenverband welcomed the direction of the legislative project, but, through its president Jörg Migende, criticized the statutory limitation of investing members to a maximum of 50 percent on the occasion of the Bundestag debate.
According to its statement, Deutscher Genossenschafts- und Raiffeisenverband considers optional maximum limits for investing members, provided for in the articles, to be an effective compromise. A rigid upper limit is viewed there as impractical, particularly for agricultural cooperatives.
Frequently asked questions
What does the 2026 bill to strengthen the cooperative legal form regulate?
The bill is intended to modernize cooperative law, in particular through greater use of text form, facilitated digital meetings and resolutions, and digital provision of information to members. It also contains rules to accelerate formation and measures against dubious cooperatives.
What practical consequences may the reform of cooperative law have for companies and cooperatives?
For cooperatives, changes may arise in particular with regard to digital procedures, formation processes, investing members, and auditing and information duties. The draft also shows annual relief for the economy of around EUR 536,000 in bureaucracy costs from information duties.
When is the Act to strengthen the cooperative legal form expected to enter into force?
According to the Federal Ministry of Justice and Consumer Protection, the Act is intended to be adopted and enter into force at the beginning of 2027. The exact timing depends on the further parliamentary procedure.
Corporate law classification by MTR Legal Rechtsanwälte
The planned amendments concern key issues in the organization, financing, control and formation of cooperatives. For companies, investors and high-net-worth private individuals, this may give rise to corporate law questions, particularly in relation to participation structures, drafting articles and internal decision-making. MTR Legal Rechtsanwälte advises clients on corresponding questions in corporate law and provides further information in this regard at Legal advice in corporate law.
