Articles of Association/Corporation

§ 1 Company name and registered office

The company name is FORMWELT non-profit UG (limited liability)

Memorandum of Association 688/2021
Andreas Petersen, Notary Public, 29439 Lüchow

The registered office of the company is 29439 Lüchow

Registered with the Register Court of the District Court of Lüneburg on 08.10.2021 under the number:

HRB 209961

§ 2 Purpose and object of the company

(1) The purpose of the non-profit company is the promotion of education in the field of systems research and systemic education, cybernetics research and the promotion of increasing concept and communication clarity of man, organisation and society and increasing cooperation ability and conflict reduction via the universal reference system “Formwelt”, a semantically and formally self-sufficient linguistic system, a programming language for language(s) and meaning, which can be spoken by man and machine.

The purpose is also development aid in the field of education locally and online.

(2) This purpose shall be realised in particular through the following measures:

Construction and promotion of the systemic concept and communication platform “Formwelt Online”.

Enlightenment, education and provision of action knowledge and global e-platform in the field of systemic education, cybernetics in politics and organisation. Contributions to sustainable communication and cooperation strategies and thus to the protection of communication-ecological environments and the promotion of cultures capable of cooperation. Promotion of education to strengthen individual emancipation in one’s own systemic sign space. Promotion and implementation of projects, as well as not only online but also on-site creation of learning places for education for sustainable cooperation and communication worldwide. Promotion and implementation of projects, initiatives, actions and campaigns to raise awareness for global systemic development in the field of education, cultural promotion, social ecologies and systemic-cybernetic thinking and for sustainable behavioural and attitudinal changes in the field of sustainable thinking, communication and action.

(3) Within the scope of its purpose, the Association shall be entitled to undertake all transactions which are directly suitable to promote the object of the Association. In order to fulfil its statutory purpose, it may also establish tax-privileged subsidiaries or participate in other tax-privileged corporations.

(4) For the purpose of achieving the objectives, a donation account shall be set up and donations collected.

(5) The “FORMWELT gemeinnützige UG” is to be transformed into a “FORMWELT gemeinnützige GmbH” in a timely manner. The aims and purposes of “FORMWELT gemeinnützige GmbH” shall be the same as “FORMWELT gemeinnützige UG”. “FORMWELT gemeinnützige GmbH” can take on additional shareholders, appoint additional managing directors and establish multi-member boards.

§ 3 Non-profit status

(1) The company pursues the charitable purpose defined in § 2 exclusively and directly within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code.

(2) The Association shall act selflessly. It does not primarily pursue its own economic purposes. The shareholder may not receive any shares in the profits or any other benefits from the funds of the corporation. In the event of the withdrawal or dissolution of the corporation or in the event of the discontinuation of tax-privileged purposes, the shareholder shall not receive back more than the paid-up capital shares and the fair value of his or her contributions in kind.

(3) All funds of the corporation may only be used for purposes in accordance with the articles of association. The Society may not favour any natural or legal person by expenses that are alien to the Society’s purpose or by disproportionately high remuneration.

(4) In accordance with §58 No. 2 of the German Fiscal Code (AO), the Association is entitled to allocate some of its funds to another, likewise tax-privileged corporation or to a legal person under public law for use for tax-privileged purposes.

§ 4 Share capital

The share capital of the Association shall be 1000 Euros (in words: one thousand Euros).

§ 5 Duration of the Association, financial year

(1) The duration of the Association is indefinite.

(2) The business year shall be the calendar year. The first financial year shall be a short financial year ending on 31 December following the registration of the company in the commercial register.

§ 6 Managing Director

(1) The company has a managing director.

Until the transfer of “FORMWELT gemeinnützige UG” to “FORMWELT gemeinnützige GmbH” the shareholder and managing director are the same natural person: Ralf Peyn, Im Anger 18, 29439 Lüchow.

If only one managing director has been appointed, he shall represent the company alone. The shareholders’ meeting may grant one or more managing directors the authority to represent the company individually and/or release one or more managing directors from the restrictions of section 181 of the German Civil Code (BGB).

The managing director shall be employed within the scope of activity considered appropriate for tax-privileged organisations of this size and shall be remunerated accordingly.

(2) The rights and duties of the managing director result from the law.

(3) The shareholder shall establish rules of procedure for the management.

§ 7 Shareholder resolutions

(1) The shareholder shall decide on all matters of the company. In particular, the shareholder shall decide on

a) the adoption of the annual accounts, the management report and the appropriation of the balance sheet profit;

b) the number, appointment and dismissal of possible additional managing directors as well as the amendment of managing directors’ contracts;

(2) The ordinary general meeting of shareholders shall take place annually in the first eight months of the current business year. In addition, extraordinary meetings shall be held if this is necessary in the interest of the company.

This also applies to the one-man company “FORMWELT gemeinnützige UG” for the purpose of comprehensibility of previous decisions when the company is transferred to “FORMWELT gemeinnützige GmbH”.

(3) Shareholder resolutions can be passed informally.

(4) The shareholder is represented by himself/herself when exercising his/her shareholder rights.

(5) All shareholder resolutions, including informal resolutions, are to be recorded in the minutes, unless notarial certification is required. The minutes shall be signed by the shareholder (subsection 4).

§ 8 Annual accounts

The managing director must prepare and sign the annual accounts (balance sheet and profit and loss account together with notes) and any necessary management report within the statutory period (§ 264 section 1 HGB) after the end of a business year. In doing so, the provisions of commercial law shall be complied with and tax provisions and considerations of expediency shall be taken into account.

§ 9 Dissolution, accumulation of assets

(1) The dissolution of the company shall be effected by shareholders’ resolution, unless otherwise provided by law.

(2) The company “FORMWELT gemeinnützige UG” is to be transferred to the company “FORMWELT gemeinnützige GmbH”. In the event of this happening, the entire share capital shall be transferred to “FORMWELT gemeinnützige GmbH”.

 (3) In the event of the dissolution of the company for other reasons or in the event of the discontinuation of tax-privileged purposes, the assets, insofar as they exceed the paid-in capital shares of the shareholder and the fair value of the contributions in kind made by the shareholder, shall fall to a legal entity under public law or to another tax-privileged corporation, which must use them exclusively and directly for the promotion of education. The transfer of assets may only be carried out after prior approval by the tax authority responsible for the company.

(4) Paragraph 3 shall also apply if the tax-privileged purposes of the Society cease to exist.

§ 10 Announcements

Announcements of the society shall be made only in the electronic Federal Gazette.

§ 11 Formation costs

The formation costs shall be borne by the association up to a total amount of €300.00.