How the new public disclosure of foundation data changes your succession planning – and how to cleanly balance privacy, governance, and legal certainty
Executive Summary:
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According to current legislation, the nationwide Foundation Register will be established at the Federal Office of Justice (BfJ) on January 1, 2028; from that date, foundations with legal capacity under civil law will be required to register.
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The register is intended to facilitate proof of corporate power of representation and create protection of public faith ('publicity effect') in legal transactions. At the same time, a new transparency risk arises for private-benefit family foundations.
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Inspection of register data is permitted for 'everyone'; this generally also applies to submitted documents, provided that access is not restricted or excluded due to legitimate interests.
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For succession and asset structures, this means: the articles of association and organizational structure should now be reviewed to determine which information must mandatory be included in the articles – and which (legally permissible) information can be regulated outside of them.
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A sound register strategy combines legally secure representation rules, data-privacy-sensitive document design, and clear family communication to avoid future conflicts.
Why family foundations are strategically relevant for entrepreneurial families
In practice, family foundations are a central instrument of succession planning: they bundle assets (e.g., company shares or real estate) into a legally independent structure that does not 'disintegrate' with every inheritance case. This allows for the setting of long-term guardrails – from securing corporate management to the orderly provision for the family. This very stability relies on governance: Who represents the foundation, with what power of representation, and how is the foundation's purpose implemented in a legally secure manner?
From 'foundation secrecy' to register publicity: The transparency paradox
Historically, foundations were difficult for outsiders to 'grasp': there was no uniform nationwide register with a publicity effect. This was often attractive for entrepreneurial families – discretion protects against unnecessary curiosity, and competitive information remains confidential. For legal transactions, however, this lack of transparency had a downside: contracting parties often had to verify representation authority through (sometimes outdated) documents, official certificates, or case-by-case reviews.
The Foundation Register: Launch in 2028, register authority, and registration obligations
According to the current status, the entry into force of the Foundation Register law has been postponed to January 1, 2028. From this date, foundations with legal capacity under civil law must register in the Foundation Register; the register will be maintained by the Federal Office of Justice and made accessible via an online platform.
Key points (Practice Check):
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Register launch: January 1, 2028 (postponement from original plans).
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Register authority: Federal Office of Justice (BfJ).
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Target group: all foundations with legal capacity under civil law (private-benefit and charitable).
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Objective: better transparency and easier proof of corporate power of representation; elimination of the need for state-level representation certificates as 'standard proof'.
What information is typically published?
The BfJ lists published content as particularly including basic foundation data (e.g., name, registered office, date of recognition) as well as information on board members and their power of representation. Additionally, statutory restrictions on representation power and information on special representatives can be displayed in the register. The specific level of detail is prescribed by register law; what is decisive for external impact is that legal transactions can more quickly verify who is authorized to act effectively.
Inspection and document access: 'Everyone' – but not without limits
Section 15 of the StiftRG (Foundation Register Act) provides that inspection of the Foundation Register is permitted for everyone. This generally also applies to the inspection of submitted documents, provided that access has not been restricted or excluded due to a legitimate interest of the foundation or third parties. For family foundations, this interface between register transparency and the protection of sensitive family and asset information is the central design lever.
Publicity effect in legal transactions: Legal certainty as a leitmotif
The core benefit of the register lies in the protection of public faith for legal transactions: a public register reduces transaction risks because powers of representation become more transparently verifiable. In practical terms, this means: those who conclude contracts with a foundation can rely on register-based information – instead of proving a 'chain of representation' in every individual case. For foundations, this increases the expectation that register data is kept up-to-date and consistent: governance thus becomes 'verifiable' not only internally but also externally.
What family foundations should review now
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Make articles of association 'register-proof': Review which regulations must mandatory be in the articles – and which information (legally permissible) is better outsourced to internal regulations, rules of procedure, or side agreements.
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Regulate power of representation precisely but leanly: The more complex the representation rule, the higher the risk of contradictions between the articles, actual practice, and the register entry.
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Minimize personal data: Wherever possible, sensitive personal information and beneficiary logic should not be 'over-explained' – without jeopardizing the effectiveness of governance.
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Consider family communication: 'External' transparency can increase 'internal' pressure. A coordinated information concept reduces future conflicts between beneficiaries, governing bodies, and the founder family.
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Prepare transaction practice: Banks, notaries, and contracting parties will establish register data as a standard check point. A clean register strategy accelerates future deals.
FAQ
When does the Foundation Register take effect?
According to the current status, the Foundation Register starts on January 1, 2028; from then on, the register law obligations and the publicity effect will apply.
Who maintains the Foundation Register?
The Foundation Register is maintained by the Federal Office of Justice (BfJ) as the register authority and is made accessible via an online platform.
Who can inspect the register?
Inspection of the register is permitted for 'everyone'. This generally also applies to submitted documents, provided that access has not been restricted or excluded due to legitimate interests.
Who is required to register?
Foundations with legal capacity under civil law are required to register. This applies to private-benefit family foundations as well as charitable foundations.
What data typically becomes visible?
Particularly basic data (name, registered office, date of recognition) as well as details of governing bodies (board) and power of representation. Additionally, statutory restrictions and special representatives can be displayed.
Will the entire articles of association become public?
Register law generally also provides for document inspection. However, whether and to what extent documents are accessible can be restricted or excluded due to legitimate interests of the foundation or third parties.
How does this affect the family's privacy?
Family foundations should review whether the articles of association contain sensitive family information and whether this information is mandatory for the articles. A lean, governance-oriented design of the articles reduces disclosure risks.
What does 'publicity effect' mean in practice?
The purpose is the protection of public faith in legal transactions: contracting parties should be able to identify more quickly and reliably who is authorized to represent a foundation effectively.
Does the register replace the representation certificate from state authorities?
According to the BfJ, register-based proof is intended to make the representation certificates, which were often required previously, unnecessary.
What about existing foundations – are there transition periods?
Registration and transition rules are provided for existing foundations; the specific deadlines are set out in the official information from the BfJ.
Must the foundation's purpose be included in the register?
In the published register content, basic data and representation information are primarily highlighted; whether the purpose is intended as a mandatory disclosure has been a subject of political discussion.
Which 'quick wins' help immediately?
Review articles of association for disclosure issues, consolidate representation rules, clearly separate internal governance documents, and prepare a communication concept for the family and governing bodies.
Conclusion: Transparency as a stability factor – if the governance is right
The 2028 Foundation Register is more than just a register project: it shifts expectations for governance and document design. For entrepreneurial families, this is an opportunity to increase legal certainty and transaction capability – and at the same time, an occasion to strategically protect privacy. Those who set up their articles of association, organizational structure, and family communication cleanly now will reduce future friction and increase the stability of the succession architecture.
