Some issues related to the legal system of football clubs in Germany

• Main Author: Ratko Brnabić
• Format: Article
• Language: English
• Published: Pravni fakultet Sveučilišta u Splitu 2015-12-01
• Series: Zbornik Radova Pravnog Fakulteta u Splitu
• Subjects: Association; Transformation; Separation; Transfer of assets; Capital Companies in Sports
• Online Access: http://www.pravst.hr/dokumenti/zbornik/2015118/zb201504_1087.pdf

The Bundesliga, Germany’s top professional division, has the unique distinction of being the only major European football league where its teams collectively make a profit. The governing body of German Football, the Deutsher Fußball-Bund, has made certain provisions for governance that has helped lead to such great financial strength. In 1998, the Bundesliga permitted its member clubs to adopt a few different club structures as long as the club controls the new structure (known as the 50+1 Rule). These provisions allow for a number of unique options in structuring a club. Until the late 1990s, the typical Bundesliga club was organized as an eingetrager verein (e.V.) – the association. The e.V. has legal personhood and provides for restricted legal liability for its members. A number of clubs have moved to the Aktiengesellschaft (AG) structure, the German equivalent of the public limited company, including Bayern Munich, Germany’s most successful club. The Bundesliga’s reforms also allowed for the club to be constituted in a Gesellschaft mit beschmakter Haftung (GmbH) provided that the club itself owned a majority of the GmbH - limited liability company. The third corporate form that is permitted in the Bundesliga is the Kommanditgesellschaft auf Aktien (KGaA). The KGaA is a form of partnership that combines a general partner with limited partners. Above mentioned 50+1 rule keeps undiserable investors away since the association holds the majority of votes in the company. This German model is not directly applicable in Croatia since this legal area is regulated by the Croatian law on Sports which provides rules only for transformation of sports associations into the joint stock companies. In contrast to the German laws, there are no rules which would allow status changes of the associations as if they were companies governed in general by the Companies Act. For Croatian legal system, it would be wise to think about the possibility to legally allow the process of transformation of the associations into the limited liability companies.