§ 1 Name and Registered Office

The association bears the name "Lohnsteuerhilfe e.V. – Lohnsteuerhilfeverein" and is registered in the register of associations at the Local Court of Munich. The registered office of the association is Munich.

§ 2 Purpose of the Association

The purpose of the association is exclusively the provision of assistance in tax matters within the scope of the authorization under § 4 No. 11 of the Tax Consultancy Act (StBerG) in the respective valid version. The association is neither oriented towards commercial business operations nor towards profit-making.

§ 3 Duties of the Association

(1) The provision of assistance in tax matters shall be exercised properly, conscientiously, confidentially, and without advertising of a promotional nature.

(2) The exercise of any other commercial activity in connection with the provision of assistance in tax matters is not permitted.

(3) All persons employed by the association in the provision of assistance in tax matters shall be required to comply with the duties specified in paragraphs (1) and (2).

(4) The files on the provision of assistance in tax matters shall be retained for a period of seven years after the conclusion of the association's activities in the member's tax matter, whereby § 66 StBerG shall apply mutatis mutandis.

(5) The provision of assistance in tax matters may only be exercised by persons belonging to a consultation office. A manager shall be appointed for each consultation office.

(6) The wage tax assistance association must have its business management in the higher finance district in which it has its registered office, and must maintain at least one consultation office.

(7) The wage tax assistance association may only appoint persons as managers of a consultation office who meet the requirements of § 23 para. 3 no. 2 or 3 StBerG. This does not apply to the persons designated in § 3 StBerG. A person who has behaved in such a way that there is reason to fear that he or she will not fulfill the duties of the wage tax assistance association may not be appointed as manager of a consultation office.

(8) The wage tax assistance association shall have the annual business audit conducted within six months after the end of the financial year, and shall submit a copy of the audit report to the competent higher finance directorate within one month of receipt, as well as notify the members in writing of the essential content of the audit findings within six months of receipt of the audit report. After notification of the audit report to the members, the association shall hold a general meeting within three months.

(9) The wage tax assistance association shall be liable for proven claims of a member for damages for three years from the time the claim arose. After that, all claims for compensation shall be time-barred, whereby § 68 StBerG shall apply mutatis mutandis.

§ 4 Acquisition of Membership

Any natural person may become a member of the association. Membership is acquired by written declaration and payment of the prescribed membership fee. The board of directors decides on admission. Before submitting the declaration of accession, the fee schedule shall be made known to all prospective members and they shall be referred to the articles of association on file, which shall be handed out in copy form upon request after accession. After admission, each member may receive an identification card or other proof of membership.

§ 5 Rights and Duties of Members

(1) Members are entitled to be advised by the association in accordance with the articles of association. They have equal voting rights at the general meeting.

(2) Members of the association who meet the requirements of the Tax Consultancy Act (§§ 3, 23 para. 3 StBerG) may actively work in the association after consultation with the board of directors.

(3) 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.

(4) Members are obliged to pay contributions in accordance with § 6.

(5) Members have no share in the association's assets. There is also no claim to distribution of the association's assets.

§ 6 Membership Fees

(1) An annual membership fee shall be charged to each member. Upon joining, the membership fee shall be paid. In the subsequent years, membership fees become due upon commencement of the respective advisory activity, but no later than December 31 of the respective year. Otherwise, no special fee shall be charged for the provision of assistance in tax matters in accordance with § 2 of the articles of association.

(2) Otherwise, no special fee shall be charged for the provision of assistance in tax matters in accordance with § 2 of the articles of association.

(3) The amount of the admission fee, the membership fee, fee exemption, and reduction shall be regulated by the board of directors in a fee schedule and shall be made known to the members annually at the general meeting. Changes to the fee schedule for the purpose of fee increases of more than 10 percent per year must be expressly listed in the agenda for the annual convening of the general meeting and require approval by the general meeting. Furthermore, the fee schedule shall be made available for inspection in the association rooms.

§ 7 Termination of Membership

(1) Membership is terminated by:

• voluntary resignation
• exclusion and removal from the list of members
• death

(2) Voluntary resignation is effected by written declaration to the board of directors, subject to a quarterly notice period to the end of a calendar year. The date of the postmark is decisive for calculating the notice period. If delivery is not made by post, the date of receipt stamp at the board of directors is decisive for calculating the notice period.

(3) For members who are in a contractual relationship with the association, membership ends when the contractual relationship ends.

(4) Exclusion of a member shall take place in the event of a violation of the provisions of these articles of association, of the resolutions passed by an organ of the association, or of the interests of the association in general with immediate effect by the board of directors. The member shall be given the opportunity to justify himself or herself upon application, within a reasonable period.

(5) Upon termination of membership, the membership card shall be returned.

§ 8 Organs of the Association

(1) The organs of the association are:

• the board of directors
• the general meeting

(2) The board of directors consists of the association's board and the secretary.

§ 9 Board of Directors

The board of directors consists of the chairman and two deputy chairmen. The board of directors is elected by the general meeting by a simple majority of the members present. The term of office is four years from the date of election. The board of directors remains in office until a new election. Re-election is permitted. The board of directors has to regulate the current and extraordinary affairs of the association; in particular, it has the following tasks:

(1) Management and supervision of the current and extraordinary business of the association.

(2) Appointment of a managing director within the meaning of § 30 BGB, if the board of directors does not manage the affairs of the association itself. If a member of the board of directors is employed by the association as managing director or head of a consultation office, approval by the general meeting is required regarding the amount of the remuneration to be paid. The board of directors is not exempt from the provisions of § 181 BGB. §§ 664 to 670 BGB shall apply to the management of the board of directors.

(3) Confirmation of the employment of the employees of the head office and the branches, in particular in compliance with the provisions of § 23 nos. 1 to 6 StBerG.

(4) Convening of ordinary and extraordinary general meetings held in the interest of the association, as well as setting the agenda. The chairman shall preside over the general meeting, or in the event of his prevention, his deputy.

(5) Setting of admission fees, membership fees, and preparation of a fee schedule.

(6) Fulfillment of the obligations arising from the Tax Consultancy Act towards the supervisory authority as well as notification of the annual business audit report to the members.

(7) The board of directors is authorized to decide on amendments to the articles of association required by the register court or the competent supervisory authority for wage tax assistance associations and to submit the amended articles of association to the register court. This authorization is only valid until December 31, 2003.

(8) Contracts of the association with members of the board of directors or their relatives require approval by the general meeting.

(9) A member of the board of directors who is also appointed as managing director of the association is entitled to appropriate remuneration for his or her activities as well as reimbursement of expenses. After more than five years of service as a managing board member, this member acquires a claim to severance pay against the association upon leaving or termination of his or her activities in the amount of two annual remunerations, based on the remuneration received in the last 2 years.

§ 10 Secretary

The board of directors appoints the secretary, who is responsible for taking minutes and the necessary active support and deputy of the board of directors.

§ 11 General Meeting

(1) The ordinary general meeting meets once a year and is convened by the board of directors with notice of the agenda. The invitation is sent in writing by post and must be given at least fourteen days after posting, within three months after notification of the business audit report (§ 3 para. 8). The invitation may also be given simultaneously with the notification of the business audit report.

(2) An extraordinary general meeting must be convened by the board of directors when the situation of the association requires it or when at least one tenth of the members demand the convening in writing, stating the reasons. The invitation to the extraordinary general meeting is announced in the same way as that of the ordinary general meeting.

(3) Every member who has duly paid his or her membership fee for the current calendar year and is in possession of a valid membership card, which must be deposited in the association rooms for the participating member at least 24 hours before the general meeting, is entitled to vote. The member receives a confirmation for the deposit. After the end of the general meeting, the member receives the membership card back. Voting rights are not transferable.

(4) The following are subject to the resolution of the general meeting:

• Amendment of the articles of association
• Election of the board of directors
• Receipt of the annual report of the board of directors
• Discussion of the result of the business audit conducted in accordance with § 22 StBerG
• Discharge of the board of directors for its management during the audited financial year
• Resolution on questions submitted by the board of directors
• Dissolution or merger of the association

(5) Resolutions of the general meeting are passed by a simple majority of the members present at the meeting place. Exceptions to the requirement of a resolution by simple majority are resolutions on amendments to the articles of association, which require a 3/4 majority of those present, and resolutions on the dissolution or merger of the association, which require a majority of 4/5 of those present. In particular, the application of the provisions of § 27 para. 1 and 3 as well as §§ 32 and 33 BGB is not excluded.

§ 12 Documentation of Resolutions

The resolutions passed by the general meeting shall be recorded in writing and signed by the chairman and the author of the minutes.

§ 13 Announcements of the Association

(1) The announcements of the association are made within the framework of the statutory provisions by written communication to the members or, as far as legally permissible, by posting in the association rooms.

(2) The liquidation of the association shall be announced in the Federal Gazette by the liquidators.

§ 14 Representation of the Association

The association is represented by the board of directors in and out of court. The chairman and the two deputy chairmen are individually authorized to represent the association. In internal relations, however, it is determined that the deputy chairman may only exercise his or her power of representation if the chairman has authorized him or her to do so in writing.

§ 15 Dissolution of the Association

The dissolution of the association can only be resolved by the general meeting in accordance with § 11.

In the event of dissolution or abolition of the association, the association's assets shall, by resolution of the board of directors, be transferred to a charitable organization, insofar as it is not transferred to a successor organization. At the same time, the persons belonging to the board of directors shall be appointed as liquidators, whereby the resolutions of the liquidators must be passed unanimously. Otherwise, the provisions of the BGB (§§ 47 ff. BGB) shall apply.

§ 16 Miscellaneous Provisions

(1) Munich shall be the place of jurisdiction for all disputes arising from these articles of association, including dunning proceedings under the provisions of §§ 688 ff. ZPO for outstanding membership fees.

(2) If a part of these articles of association is invalid, the remainder of the articles of association shall nevertheless remain valid. For the invalid provision, a new provision with the closest possible meaning shall be resolved.

(3) These articles of association shall enter into force upon registration in the register of associations.