By Startups.ch, June 26, 2015

Organisation of a foundation: What do you need to look out for?

The organisation of a foundation includes legally prescribed bodies. Every foundation must have administration and auditors. In addition, foundations have a legal obligation to keep records.

A foundation can act when the prescribed bodies are occupied. The bodies within the foundation and the type of administration must be included in the deeds of foundation (Art. 83 ZGB) However, the Founder is relatively unrestricted with regard to design of the organisational structure, as long as this is appropriate for carrying out the aims of the foundation. The organisational structure may also be contained in organisational regulations. However, the foundation must have the following bodies:

• administration (mainly described as the Foundation Council)
• auditors (since 2008)

Administration

Generally, a Foundation Council is used to administer the foundation, with the following responsibilities:

• Management of the assets endowed, so that the aims of the foundation may be achieved.
• Allocation of donations to beneficiaries.
• Management, representation and obligation to keep accounts.

There may be one or more persons in the Foundation Council, however, there must always be a president.

Auditors

Audits inspect the corporate records annually, and produce a report for the Foundation Council covering the accounts and the asset position. Under certain conditions, the foundation may do without auditors (Art, 83b ZGB).

Deficiencies in organisation

If the organisation exhibits any deficiencies, the relevant authorities can intervene and take supplementary action. The foundation’s bodies may not alter the organisational structure if this is defined in the deeds of foundation To change the organisational structure, the supervisory authorities (community, federal government, canton or municipality) must be involved. In contrast, requirements in organisational regulations may be changed by the Foundation Council directly. In order to design the foundation in a more flexible way, the organisation structure should be governed by organisational regulations. As well as natural persons, legal entities may also be members of a Foundation Council.

Would you like to set up a foundation? The lawyers at STARTUPS.CH are at your disposal before and after set up. You can register for an advisory conversation here, or request free documentation.