Definition and legal classification of professional associations
Professional associations are private-law organizations of individuals from the same or related professions, aimed at collectively representing and promoting the general and professional interests of their members. In Germany and other German-speaking countries, professional associations constitute an important component of professional self-organization and play a significant societal and legal role, particularly in employment, professional, and association law.
Distinction from related organizations
Professional associations are to be distinguished from other forms of organizations, such as trade unions, professional bodies, chambers, or guilds. For instance, trade unions act as employee representatives in collective labor law, whereas professional associations typically pursue additional objectives, such as organizing training sessions, awarding certificates, or maintaining professional ethics. Professional chambers often perform sovereign tasks, while professional associations are generally organized privately.
Legal foundations and organizational structure
Private-law status
The formation and organization of professional associations are usually based on German association law (§§ 21 et seq. BGB). Professional associations are typically set up as registered associations (e.V.), but may also assume other legal forms, such as foundations or civil law partnerships (GbR). Legal capacity is obtained upon registration with the competent district court.
Statutes and internal organization
The central legal foundation of a professional association is its statutes. These govern membership, its governing bodies, the rights and duties of members, as well as procedures for decision-making and representation. The statutes must comply with the mandatory provisions of the German Civil Code.
Bodies of a professional association
Typical bodies include:
- General assembly: Highest decision-making body, responsible for fundamental matters
- Executive board: Management and representative body
- Special representatives or committees for specific tasks
Distinction from legally capable professional associations
An important legal difference lies in the scope and objectives: Professional bodies often act with collective labor law competencies (e.g., collective bargaining), while professional associations primarily pursue professional, economic, or technical interests.
Functions and areas of responsibility
Representation of interests
The main task of professional associations is to represent professional interests to third parties, such as the public, political decision-makers, authorities, or other associations. This includes, among other things, influencing legislative processes, communicating publicly on profession-relevant topics, or participating in regulations and directives.
Promotion of further education and training
Many professional associations offer continuing education events, seminars, and certificate programs for their members. They define standards for qualification and professional practice in order to ensure quality within the respective field.
Self-regulation, ethics, and professional codes
Professional associations often establish their own professional rules and codes of ethics for the practice of the profession and monitor compliance among their members. Violations of the statutes or professional regulations may be sanctioned internally (e.g., warning, expulsion).
Expert and arbitral activities
Some professional associations act as arbitration or conciliation bodies for disputes between professionals or between their members and third parties, and provide expert opinions on technical disputes.
Delegation of public tasks and participation rights
Participation in legislative procedures
Public authorities often consult professional associations for hearings and consultations during legislative processes (“association involvement”) to incorporate profession-specific expertise and opinions.
Cooperation with authorities
Professional associations may cooperate with public bodies, for example by conducting examinations, organizing official trainings, or implementing profession-related regulations.
Recognition as bodies of public interest
Some professional associations are expressly recognized by law as representatives of public interests, for example, by participating in requirements for establishing companies in the respective profession or by registering their members for official purposes.
Membership and members’ rights
Admission, rights, and duties
Membership is generally open to all individuals in the relevant profession. Some associations make admission dependent on certain requirements (e.g., proof of a qualified professional education). Members are entitled to participate in the association’s services and decision-making processes, but are also required to comply with the association’s rules.
Termination of membership
Membership regularly ends by voluntary resignation, expulsion for good cause, or death. The exact modalities are governed by the statutes.
Liability, supervision, and dissolution
Liability
The professional association is fundamentally liable for damages resulting from its activities as set out in the statutes, using the association’s assets. Personal liability of members is excluded unless there is intentional or grossly negligent conduct.
Supervision and oversight
Pure professional associations are not subject to direct state supervision unless they exercise public functions on the basis of specific legal authorization. Otherwise, civil oversight of the association’s bodies and compliance with mandatory law applies.
Dissolution
Professional associations may dissolve voluntarily by resolution of the general assembly. Winding up is carried out in accordance with the statutes and the German Civil Code.
Professional associations in international legal comparison
Professional associations also exist in other European legal systems, with comparable or wider rights and obligations. European case law particularly emphasizes the freedom of association under Art. 11 ECHR and the constitutionally guaranteed right of coalition (Art. 9 GG), which protect professional associations.
Distinction from collective bargaining parties, chambers, and trade unions
Professional associations are primarily focused on professional, technical, and economic interests and not on the conclusion of collective agreements. They do not possess sovereign powers like chambers and do not collectively represent employee interests like trade unions. In individual cases, however, larger professional associations may assume partial functions from these areas (e.g., negotiations over fees).
Constitutional foundations
The freedom of activity of professional associations is protected by the Basic Law. Article 9(1) of the Basic Law guarantees the right to form associations, including those that serve the common care and promotion of professional interests. Interference with this freedom is only permissible through general laws and to safeguard the constitutional order.
Literature and further references
- German Civil Code (BGB), §§ 21 et seq.
- Basic Law (GG), Art. 9
- European Convention on Human Rights (ECHR), Art. 11
- Schirrmacher, Professional Bodies and Professional Associations (Monograph)
- Federal Ministry of Justice: Information on association law
See also:
- Association law
- Professional body
- Code of professional conduct
- Trade union
- Chamber law
Frequently Asked Questions
Can professional associations conclude collective agreements?
Yes, professional associations are—if they meet the requirements of an eligible party under the Collective Bargaining Agreement Act (TVG)—entitled to conclude collective agreements for their members. Whether a professional association is eligible depends mainly on its ability to assert itself, i.e. whether it has sufficient social weight and organizational structure to effectively represent its members’ interests in collective bargaining. This includes, among other things, a sufficient number of members, independence from individual employers or occupational groups, as well as adequate financial and personnel resources. The Federal Labor Court verifies eligibility in individual cases, for example in specialized occupational groups such as pilots’ associations or the Marburger Bund (doctors). If proof is successful, the association may conclude its own collective agreements independently of established major trade unions.
What rights do professional associations have under the freedom of association?
Professional associations in Germany benefit from the constitutionally protected freedom of association pursuant to Article 9(3) Basic Law (GG). This includes, in particular, the right to be freely founded, to choose, and to engage in union activities without state restrictions or interference. This entails the right to negotiate (collective bargaining autonomy), freedom of organization (recruitment of members, assemblies), the right to strike, as well as the right to equal treatment among comparable associations. Restrictions are only permissible due to conflicting fundamental rights or statutory requirements and must always be proportionate.
Are professional associations subject to special legal requirements when being founded?
Professional associations are often founded as registered associations (e.V.) under §§ 21 et seq. of the German Civil Code (BGB), with no separate establishment provisions specific to professional associations. Nevertheless, they must draw up statutes with legally compliant rules on membership, governing bodies, and purpose, which must be directed towards promoting and representing professional interests. In addition, charitable status under § 52 of the Fiscal Code (AO) is not mandatory, but can provide tax advantages. If the association is to gain collective bargaining eligibility, additional requirements regarding organizational structure, membership numbers, and independence must be met.
What participation rights are professional associations legally entitled to?
The participation rights of professional associations are mainly manifested through involvement in collective bargaining negotiations, their initiation, passive or active strike actions, and the representation of their members in employment law. However, the law does not grant them direct co-determination in businesses—the Works Constitution Act (BetrVG) recognizes only the works council as an employee representative. However, professional associations are entitled to propose collective agreements, legally examine them, and enforce compliance in court.
Is a professional association liable for strike actions by its members?
As a matter of principle, a professional association may be liable for industrial action measures it initiates, especially if the strike was illegal, for instance, because the necessary negotiation attempts were not held beforehand or the strike was not directed against a subject matter that could be collectively regulated. In such cases, affected employers may claim damages under § 823 BGB or § 823a BGB. In the case of a lawful warning or coercive strike, however, there is no liability.
When are professional associations exempt from VAT?
Professional associations may be exempt from VAT under § 4 Nos. 22, 23 of the Value Added Tax Act (UStG) if they provide services directly to their members for the promotion of professional interests. A prerequisite is that membership fees and services serve exclusively the association’s purposes and are not aimed at profit generation. The tax authorities particularly review the statutes, actual management, and use of funds in this context.
What notification and registration obligations do professional associations have?
Professional associations that are set up as registered associations must register with the competent association register and have relevant changes (board, seat, statutes) entered with notarization (§ 67 BGB). Contributions to the social security system or registration with professional pension schemes may be required if the association employs its own staff. Public-law regulations regarding professional representatives (e.g., chambers of crafts, bar associations) may impose additional notification obligations.
To what extent can professional associations enforce collective claims in court?
Professional associations, as parties to collective agreements, have the legal standing (§ 2 (1) TVG) to assert collective claims, such as compliance with or interpretation of a collective agreement, in their own name before the labor courts. They are entitled to file declaratory actions, performance claims, and seek preliminary injunctions to efficiently enforce restraining, enforcement, or subordinate claims. The specific jurisdiction and procedure are governed by the Labor Courts Act (ArbGG).
