Statutes

§ 1 Name, Registered Office, Area of Activity, Financial Year

1. The association bears the name CUCO Lohnsteuerhilfeverein e.V., abbreviated "CUCO e.V.". It is to be registered in the register of associations and thereafter bears the addition "e.V.".

2. The association has its registered office in Darmstadt and thus within the jurisdiction of the supervisory authority for wage tax assistance associations of the state of Hesse.

3. The management is located in Darmstadt and thus within the jurisdiction of the same supervisory authority.

4. The area of activity of the association is the scope of application of the Basic Law for the Federal Republic of Germany.

5. The association's activities begin on January 1, 2026, at the earliest; the financial year is the calendar year.

§ 2 Purpose of the Association

1. The association is a self-help institution for employees. Its sole purpose is to provide assistance in tax matters within the scope of the authorization according to § 4 No. 11 of the Tax Consultancy Act (StBerG) for its members.

2. At least one consulting center must be maintained in the upper financial district in which the association has its registered office. The maintenance of consulting centers in external upper financial districts is permissible. Assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG may only be exercised by persons who belong to a consulting center. Only persons who meet the requirements of the statutory provisions regulated in § 23 StBerG may be appointed as consulting center managers. Assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG must be carried out properly, conscientiously, confidentially, and refraining from impermissible advertising. The exercise of any other economic activity in connection with the assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG is prohibited. All persons employed by the association for assistance in tax matters must comply with the aforementioned obligations.

3. The association is politically, religiously, and ideologically neutral and is not aimed at commercial business operations and is therefore an ideal association within the meaning of § 21 of the German Civil Code (BGB).

4. The association also aims to influence tax legislation in the interest of its members.

§ 3 Types of Members

1. Any natural person who has their residence in the association's area of activity or who is temporarily staying therein or who is entitled or obligated to file tax returns in Germany can become a member of the association.

2. The association consists of founding members (membership by foundation) and ordinary members (membership by joining):
Members with special status
a) Founding members - with voting rights in the general meeting
Ordinary members
a) Active members - with voting rights in the general meeting
b) Passive members - without voting rights in the general meeting

3. Active members are either ordinary members or persons within the meaning of § 26 Paragraph 3 StBerG or perform tasks defined by the statutes. Passive members do not use the advisory services of the association but receive information from the association as ordinary members during their passive membership. Founding members are the members of the association who founded the association.

§ 4 Acquisition of Membership

1. Joining must be declared in writing or through a digital declaration of intent. The digital declaration of intent is sufficient for joining if the member transmits their address digitally and the membership is digitally confirmed by the association. If a member uses the association's assistance again in the calendar year following the termination of membership, the membership is only revived with an additional written or digital declaration.

2. All prospective members must be informed of the statutes and a fee schedule before submitting their declaration of accession and must be handed these documents after joining.

3. Membership can also be established retroactively for a past period.

4. When joining the association, the new member declares whether they wish to become an active or passive member. The change of member status between passive and active must be declared by the member in writing or through a digital declaration of intent. This declaration of intent is only effective for future years.

5. By joining, the new member accepts the association's statutes and the association's regulations in their respective valid versions and submits to these regulations.

6. There is no legal claim to admission to the association. The board may refuse admission. The rejection of the accession requires no justification and cannot be contested. If the board does not object to the declaration of accession of a prospective member within three months, the membership is deemed confirmed.

§ 5 Admission Fee and Membership Fee

1. The board resolves and issues a fee schedule, from which the amount of the membership fee and the one-time admission fee for the members result. This requires the approval of the general meeting. The fee schedule, which is posted in the consulting centers, can stipulate the reimbursement of expenses in fiscal court proceedings.

2. An amendment to the fee schedule must be announced to the members no later than three months before the beginning of the calendar year in which the amended fee schedule is to come into force.

3. In the event of joining, the membership fee is due immediately together with the one-time admission fee, otherwise on January 1st of each year for the current calendar year. A claim to benefits only exists if all due fees have been paid.

4. Passive members are obliged to pay a minimum fee. Newly admitted members pay an admission fee. Married/partnered members who have the option of joint assessment pay a joint fee and only one admission fee; they are jointly and severally liable. Details are regulated in the fee schedule.

5. Active members are obliged to provide the information necessary for assessing the fee. A repeated written reminder is not required.

6. No special fee may be charged for assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG in addition to the membership fee. The membership fee is also due if the association's services are not utilized.

7. The board is entitled to reduce or waive the admission fee and the membership fee in justified exceptional cases. Members of cooperation partners of the association pay no admission fee, nor do members who switch from passive membership to active membership. Founding members are exempt from the obligation to pay fees.

8. Costs, fees, and expenses incurred by the association in connection with the collection of fees for out-of-court and judicial dunning procedures are to be reimbursed by the active member. The board decides on measures for collecting membership fees.

§ 6 Rights and Obligations of the Members

1. Founding and ordinary members are obliged to support the interests of the association to the best of their ability and to comply with the resolutions and orders of the association's organs.

2. Founding and active members are entitled to consulting services within the scope of the authorization according to § 4 No. 11 StBerG for all tax matters relating to the year of joining and subsequent years and, in the case of a retroactive entry, to the calendar years before the year of joining. If services are to be provided for married/partnered persons that affect both (e.g., joint assessment for income tax), both spouses/life partners of a registered civil partnership (hereinafter: life partners) must be founding or ordinary members. There is no right to consultation by a specific person.

3. The following conditions apply to the consultation of active members:
a. The consultation of active members is only carried out by consulting centers within the meaning of § 23 StBerG.
b. Assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG is only carried out by persons who belong to a consulting center.
c. The consulting center may only exercise its activities if it and the consulting center manager have been entered in the register of wage tax assistance associations by the competent supervisory authority after verification of the requirements stated in § 23 Para. 3 StBerG.
d. All persons employed by the association for assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG are to be held to comply with the obligations designated in these statutes.
e. A manager is appointed for each consulting center; they may simultaneously only manage one other consulting center.
f. The consulting center manager exercises professional supervision over the persons working in the consulting center.
g. Only persons who meet the requirements according to § 23 Para. 3 StBerG may be appointed as managers of a consulting center.

4. By joining the association and providing their email address, ordinary members agree that notifications serving the fulfillment of the association's purpose can also be sent paperlessly by digital mail (by email).

5. Founding and ordinary members are obliged to notify the association immediately of changes to their postal address, telephone number, or email address. Expenses incurred by the association due to the breach of this obligation are to be borne by the members.

6. By joining the association, the founding and ordinary members declare their knowledge / if applicable, consent to the collection, use, and processing of their personal data in accordance with data protection regulations and to digital transmission to the competent authorities (e.g., tax office).

7. Active members are obliged to cooperate in their own tax matters in the fulfillment of the association's purpose; in particular, they must organize and prepare their tax documents, endeavor to arrange a consultation appointment in good time, and deal with necessary queries promptly.

8. Tax assistance in fiscal court proceedings is subject to the principle of expediency. The association is entitled to demand reimbursement of expenses for fiscal court proceedings and is not obliged to bear court costs.

9. The documents of a founding or active member regarding assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG shall be kept for a period of ten years after the completion of the association's activities in the member's tax matter at the local consulting center, a digital central archive, or at the request of the board at the association's registered office. The obligation to keep a member's documents expires before the end of the ten-year period, however, if the association has requested the member to take receipt of their documents and the member has not complied with this request within six months after receiving it. As long as the association is not obliged to return the documents, a member can only demand copies of parts of their documents against reimbursement of the expenses.

10. Within the scope of fulfilling the association's purpose, the association is entitled to digitally store the data of its founding and ordinary members.

§ 7 Termination of Membership

1. Membership ends by deletion from the list of members, the death of the member, by resignation in the form of cancellation, or by expulsion from the association.

2. Resignation from the association is only possible at the end of a calendar year. It is carried out by a declaration in text form addressed to the board of the association, which must have been received no later than December 31 of the current year. Decisive for the time of receipt of the cancellation is the date of receipt of the cancellation declaration by the association.

3. If an amendment to the fee schedule leads to an average fee increase of more than 20%, founding and ordinary members have the right, regardless of the notice period contained in § 7 Para. 2, to terminate the membership extraordinarily in writing at the end of the calendar year. This cancellation must contain a reference to the fee increase of more than 20% and must be received by the board within an exclusion period of one month after the announcement of the fee increase.

4. Any member can be struck off the membership list by a resolution of the board if they are in arrears with the payment of membership fees despite two written (including email) reminders. The deletion may only be resolved if at least 2 months have elapsed since the sending of the second reminder to the member and the deletion from the membership list was threatened in the reminder. The obligation of the member to pay the membership fee for the preceding and the current calendar year remains unaffected by the deletion from the list of members.

5. Any member can be expelled from the association by resolution of the board if they have grossly violated the association's interests. Reasons for exclusion are in particular gross violations of the statutes and the interests of the association as well as of resolutions and orders of the association's organs. The association's claim to payment of the membership fee remains unaffected.

§ 8 Organs of the Association

1. The organs of the association are:
a) the general meeting
b) the board

2. Membership in more than one association organ is possible. Members of the board may not belong to any other wage tax assistance association and also may not work for any other wage tax assistance association in any function.

3. The members of the board have a special, outstanding, and responsible position. If and to the extent that a board member behaves in any way such that the association or its reputation is significantly damaged, they can be excluded as a member from the respective board function.

§ 9 General Meeting

1. The general meeting is the supreme organ of the association. In the meeting, every member entitled to vote has one vote.

2. The application of the provisions of § 32 BGB (General Meeting; Resolution) and § 33 BGB (Statute Amendments) is not excluded.

3. The general meeting must take place at least once a year. It is convened by the board. If the board is staffed with only one board member capable of acting, they can invite to the general meeting alone. The convocation must take place in writing or by email with a notice period of at least four weeks stating the agenda, the venue, and the time. The supervisory authority must be notified at the same time. By providing the email address, the member agrees vis-à-vis the association to receive the convocation to the association's general meetings at this address. Founding and active members are entitled to propose motions and vote in the general meeting, provided they have registered their participation with the association's board no later than 7 days before the general meeting. In this case, a confirmation of participation will be sent immediately by the board as confirmation of registration. The letter of invitation must be sent to each member in text form and is deemed to have been received if it is addressed to the last postal address or email address provided by the member.

4. The statutes of the association can only be amended in a general meeting to which a special reference to the intended amendment of the statutes has been included in the invitation.

5. Within 3 months after the announcement of the essential content of the audit findings to the founding and ordinary members, the board must convene a general meeting in which, in particular, a discussion on the result of the management is to be held and a decision is to be made on the discharge of the board for its management during the audited financial year.

6. At the request of at least 20% of all members (sum of founding and ordinary members), the board must convene an extraordinary general meeting within a period of four weeks.

7. The board sets the agenda. Any founding or active member can request an addition to the agenda in writing from the board up to two weeks before the general meeting at the latest. The leader of the meeting must announce the addition at the beginning of the general meeting. The general meeting decides on requests for additions to the agenda made during the general meeting.

8. When convening the meeting, it can be provided that founding and ordinary members can also participate in the meeting and exercise their membership rights by means of digital communication without being present at the venue (hybrid meeting). Founding and active members can decide that future meetings can also be convened as virtual meetings, in which founding and ordinary members must participate by means of digital communication without being present at the venue and exercise their other membership rights. If a hybrid or virtual meeting is convened, the convocation must also state how the founding and ordinary members can exercise their rights by means of digital communication.

9. The general meeting is led by the chairman. If the chairman is not present, the general meeting is led by a board member. If no board member is present, the meeting determines the leader of the meeting. The leader of the meeting decides on the method of voting. The voting must be carried out in writing if 1/3 of the eligible members present so request.

10. The resolutions of the general meeting are passed, without prejudice to the provisions of § 33 BGB (Statute Amendment, Change of Association Purpose), with a simple majority of the founding and active members present. Every properly convened general meeting has a quorum.

11. A resolution containing an amendment to the statutes requires a majority of 3/4 of the valid votes cast. Block voting on the statutory provisions to be amended is permissible. The approval of all founding and ordinary members is required to change the purpose of the association; the approval of the members not present must be made in text form.

12. Minutes must be kept of resolutions of the general meeting, which must be signed by the minute-taker and the leader of the meeting. A list of all participants in the general meeting must be attached to the minutes.

13. The general meeting is exclusively responsible for the following matters:
– Election and dismissal of board members
– Approval of the fee schedule
– Receipt of the board's annual report
– Discussion on the result of the business audit
– Discharge of the board
– Approval of contracts concluded by the association with board members or their relatives
– Resolution on the amendment of the statutes and the dissolution of the association

14. The general meeting is not public. The leader of the meeting may admit guests for individual agenda items or for the entire meeting. Representatives of the supervisory authority may attend the general meeting according to § 29 Para. 2 StBerG.

15. The costs of the general meeting are borne by the association.

§ 10 Protocols

1. Minutes must be kept of resolutions of the general meeting, which must be signed by the minute-taker and the leader of the meeting. A list of all participants must be attached to the minutes. The minutes must subsequently be sent to the supervisory authority.

§ 11 Board

1. The board of the association within the meaning of § 26 BGB consists of at least two and a maximum of four members, namely the chairman and up to three deputy chairmen. The board office can be exercised full-time or voluntarily. Two board members represent the association jointly. By resolution of the general meeting, a board member can be granted sole power of representation.

2. The board is elected by the general meeting for a period of 5 years. The election of board members can be revoked prematurely if there is an important reason according to § 27 Para. 2 BGB. However, they remain in office until a new board is elected.

3. The term of office begins on January 1st of the year following the election. In the case of subsequently elected board members, the mandate ends at the time when the term of office of the previously elected board members would have expired. Re-election is permissible. Re-election for a next term takes place in the fourth year of the current term of office. The board remains in office until an effective new election and registration of the new board in the register of associations. Election of the board and its discharge en bloc is permissible.

4. The appointment of the board and its individual members can only be revoked by the general meeting for an important reason. Important reasons are gross breaches of duty or permanent inability to properly manage the business.

5. The board decides by resolution with a simple majority of the votes cast. It has a quorum if at least two of its members participate in the resolution. The chairman or their deputy must be among them. In the event of a tie, the chairman's vote decides.

6. The provisions of §§ 664 to 670 BGB apply to the management of business by the board.

7. The board manages the business and represents the association in and out of court. In addition, the board is particularly responsible for the following tasks:
a. the proper exercise of assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG (StBerG) by the consulting center managers and their employees
b. management and supervision of the current and extraordinary business of the association
c. implementation of the resolutions of the general meeting
d. opening of consulting centers and appointment of consulting center managers
e. establishing working guidelines for consulting centers
f. conclusion and termination of employment contracts
g. notification to the competent supervisory authority regarding the opening or closing of a consulting center, the appointment or dismissal of a consulting center manager, as well as notification of the persons employed by the association for assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG
h. complete and continuous recording of all income and expenses
i. appointment of business auditors. Only persons and companies who are authorized to provide unrestricted assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG according to § 3 StBerG may be appointed as business auditors
j. forwarding of the audit report to the competent supervisory authority within one month of receiving it, but no later than nine months after the end of the financial year
k. written notification of the essential content of the audit findings to all members (founding, active, and passive members) within six months of receiving the audit report
l. preparation and written convocation of the general meeting within three months of the announcement of the essential content of the audit findings to the founding and ordinary members and further general meetings as well as drawing up their agenda
m. presentation of an annual report on the development and situation of the association in the financial year to the general meeting
n. fulfillment of the obligations towards the supervisory authority arising from the StBerG and the Money Laundering Act

8. The full-time board member is entitled to appropriate remuneration for their activities and to the conclusion of appropriate D&O insurance (D&O insurance is a special liability insurance for managers that protects them from the financial consequences of wrong decisions at work) as well as to reimbursement of all expenses incurred in carrying out statutory tasks. Further details are regulated by a service contract.

9. The board is exempt from the provision of §181 BGB.

10. §§ 664 to 670 BGB apply to the management by the board.

11. In principle, members of the board are prohibited from competing directly or indirectly with the association. For members of the board who are also shareholders and managing directors of CUCO GmbH (a company operating under the same brand name in the same market segment), the following applies by way of derogation:
a. The dual role as a board member and as a managing director is permissible. There may be overlaps in the area of activity, but due to the small extent, there is no impermissible conflict of interest or impairment of the association's interests. The association and the GmbH are legally and organizationally self-sufficient.
b. As an annex to the service contract, the board will receive a delimitation agreement containing appropriate delimitation rules in the areas of customer access, know-how use, resource use, finance, and marketing. These rules must ensure that conflicts of interest are avoided and liability risks are minimized.

§ 12 Announcements

1. Announcements of the association are made by the board or on behalf of the board.

2. All announcements can also be made in a member information letter. They are deemed to have been made when the member information is posted or when sent in digital form.

3. Announcements of the association, including convocations to the general meeting, are made in due form and time and are deemed to have been received if they were sent to the last address or email address provided by the member to the association two working days before the end of the announcement period.

4. For announcements to spouses/life partners within the meaning of § 6 Paragraph 2, sending a copy to the joint postal address or to the members' email address known to the association is sufficient.

§ 13 Assets

1. All contributions and funds of the association are used exclusively for association purposes.

§ 14 Rights and Obligations Arising from the Use of the Trademark "CUCO"

1. The association provides its services under the brand name "CUCO" and also bears this brand in its name. After registration in the register of associations, the association is obliged to conclude an agreement on the use of the brand with the trademark owner or the trademark exploitation company.

2. The association ensures that the affiliated consulting centers also only offer their services under the "CUCO" brand and will conclude corresponding agreements with the consulting centers. The same applies to all other partners of the association who want to be or are economically active in the end customer market.

3. If the trademark usage agreement concluded between the association and the trademark owner is terminated, the association shall ensure that the use of the trademark is terminated at the time of termination of the agreement. This also includes the change of name of the association. Violations of this provision trigger a claim for damages against the trademark owner, irrespective of the termination of the contract.

§ 15 Liability

1. In the case of assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG for the members, the liability of the association for the fault of its organs and employees cannot be excluded.

2. For the liability risks arising from assistance in tax matters within the scope of the authorization according to § 4 No. 11 StBerG, the association concludes financial loss liability insurance in an appropriate amount. According to § 10 DVLStHV, the minimum sum insured for the individual insurance case must be EUR 50,000 and any agreed maximum annual benefit for all damages caused in the insurance year must be at least EUR 200,000. Any agreed deductible of up to EUR 300 is permissible.

3. Claims for damages due to breaches of duty committed by the association arising from tax assistance according to § 4 No. 11 StBerG towards the members within the framework of a membership become time-barred in three years from the end of the year in which the claim arose. The claim arises with the legal force of the respective tax assessment notice.

4. If members intend to assert claims for damages against the association, a written notification of the facts and the resulting damages must first be made to the association's board. An action before the ordinary courts is only permissible if the association has not reacted to the written notification of the damage within a period of six weeks or rejects the settlement of the damage.

§ 16 Obligation Towards the Supervisory Authorities

1. The board has to fulfill the obligations arising from the StBerG for the association towards the supervisory authority.

2. The association must have the completeness and accuracy of the records and the overview of assets, as well as the conformity of the actual management with the statutory tasks of the wage tax assistance association, checked annually by one or more business auditors within 6 months after the end of the financial year and ensure that the audit is completed by the end of the period.

3. Only the following may be appointed as business auditors: Persons and companies who are authorized to provide unrestricted assistance in tax matters and auditing associations whose statutory purpose includes the regular or extraordinary audit of members, if at least one legal representative of the association is a tax consultant, tax representative, lawyer, established European lawyer, auditor, or sworn auditor.

4. Persons where there is a concern of bias or the possibility of a conflict of interest, in particular because they are board members, special representatives, or employees of the association, cannot be business auditors. This also applies to persons who advise or support the association organizationally or economically, care for the founding or ordinary members of the association or have done so in the audit period, or who have participated in keeping the books or preparing the documents to be audited.

5. The association must forward a copy of the audit report to the supervisory authority within one month of receiving it, but no later than 9 months after the end of the financial year, and notify the members of the essential content of the audit findings in writing within 6 months of receiving the audit report.

6. The association must notify the competent supervisory authority of any amendment to the statutes within one month of the resolution being passed. It must be informed of impending general meetings at least 4 weeks in advance.

7. The authorized representatives of the association must communicate the information required for registration or deletion in the register of wage tax assistance associations within the meaning of §§ 7 DVLStHV and 30 StBerG to the competent supervisory authorities within 2 weeks.

§ 17 Dissolution of the Association and Liquidation

1. The dissolution of the association is resolved within the framework of a separate general meeting, for which the dissolution of the association must be named as an agenda item in the invitation.

2. The dissolution of the association takes place by resolution of the general meeting and requires a majority of 3/4 of the valid votes cast. The association cannot be dissolved if at least 7 members object to the dissolution.

3. A decision on the use of the remaining assets is to be made by a simple majority of the valid votes cast.

4. Unless the general meeting resolves otherwise, the board members are liquidators. The power of representation of the statutes applies accordingly.

5. The members have no claim to the distribution of the association's assets.

6. At the request of the chairman, before voting on the dissolution of the association and the use of the association's assets, the appointment of a representative to handle pending tax matters within the scope of the authorization according to § 4 No. 11 StBerG according to § 24 StBerG as well as the storage of the hand files according to § 26 Para. 4 StBerG must be resolved.

7. In the event of a dissolution of the association, the remaining assets fall to a charitable institution after liquidation has been carried out. A separate decision on the beneficiary is to be made in the general meeting.

§ 18 Place of Jurisdiction

1. The place of jurisdiction for the association is the registered office of the association. The place of performance for the obligation to provide assistance in tax matters according to § 4 No. 11 StBerG is also the registered office of the association.

§ 19 Final Provision

1. Should parts of these statutes be or become invalid, this shall not affect the validity of the remaining parts of the statutes. Instead of the invalid or unenforceable provision, a provision is deemed agreed upon that comes closest to what the parties economically intended. The same applies in the event of a loophole.