How to found an Association under private Law in Switzerland?

The conditions for founding an association under Swiss law can be found in the Civil Code (CC) from Article 60 onwards. The creation of an association is the result of the constitutive assembly which validates the statutes.

The association is a grouping of at least two natural and/or legal persons who decide together to pursue a non-profit goal.

The establishment of the association results from the validation of its articles by the constituent assembly. The articles of association do provide rules for the purpose, the means to achieve the purpose and the organisation of the association. For the rest, a certain flexibility in the drafting of the articles is given. For the articles to be valid, they must be signed by at least two members of the committee.

As soon as the statutes are adopted and the committee is appointed, the association is established and acquires its legal personality.

Purpose

The purpose of the association can be freely chosen. However, it must be ensured that the association does not serve a profit purpose. This means, for example, that it should be devoted to artistic or charitable tasks. Therefore, this legal form is not really suitable for running a business.

Means to achieve the purpose

Means by which the association can achieve its purpose are commonly membership fees.

Organisation

According to legal regulations, an association must have two or even three bodies:

• the general assembly
• the committee
• if necessary, the auditing body.

The general assembly is the supreme body of the association and decides on the admission and exclusion of members.

The committee is responsible for organising the association’s affairs and representing the association externally. In most cases, the committee consists of persons holding the positions of president, finance, and actuarial.

An association is subject to auditing requirements and must appoint an auditor if it meets two of the following criteria in two successive financial years

• CHF 10 million in total assets
• Turnover of CHF 20 million
• Average of 50 full-time jobs (annual)

Commercial Register

In principle, an association does not need to register in the Commercial Register to be established.  However, if the association undertakes a commercial activity or if it is subject to an auditing body, an entry in the commercial register is necessary. This means that the association is subject to debt collection and bankruptcy proceedings and must also comply with the double-entry bookkeeping requirements (simplified bookkeeping is no longer sufficient). It should be noted that a registration always has only a declaratory effect and is therefore not necessary for the association to obtain legal personality.

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