Liability for an association’s debts
Liability for an association’s debts is limited to the assets of the association. Therefore, the members are fundamentally not liable for the debts of the association. The association’s funds are also liable for statutory bodies (Executive body liability).
Liability for an association’s debts
The association’s finds are exclusively liable for the association’s debts, unless the statutes allow a personal liability or a reserve liability with regard to association members (Art. 75a ZGB). As long as the statutes do not state otherwise, no member may be drawn in to cover the association’s debts. Fundamentally, the members are only liable for the statutory planned membership contributions.
Liability for a body’s actions
The association is liable for the actions of its bodies (Art. 55 Para. 2 ZGB). This applies particularly to the actions of the chosen board of management. There are also “de-facto” bodies which are not officially on the board of management, but nevertheless carry out a management role or make important decisions. The association is also liable for their actions
The association, with its assets, is liable for all legal transactions concluded by the bodies which fall within the aims of the association. For example, if the Vice President spends CHF 1,000 more than budgeted on an association event Then the association must, nevertheless, pay the invoice and not the Vice President.
However, the association can take recourse against the board, if this is culpable and neglects its responsibility for careful management. Then either the association or an individual member may sue the board member responsible for damages.
If auxiliary personnel (e.g association members or external parties) cause any damages, the association is only liable when it can not prove that it did not exercise sufficient care in the circumstances (Art. 55 Para 1 OR).
The association’s bodies usually submit records of their activities to the general meeting of the association. As part of this, the board of management present the annual accounts and the annual report, and seeks a grant of discharge from the general meeting. This discharge from the association’s general meeting means that the board is no longer personally liable for business in the reporting year completed.
