What is a foundation charter?
The foundation charter is the central document of a foundation. It contains the main provisions governing the organization, assets and purpose of the foundation. The foundation charter may take the form of a public document or testamentary disposition (will/contract of inheritance).
The foundation charter may arise in two ways (Art. 81 Para. 1 ZGB (Swiss civil code)). All forms of foundations (see blog entry) can be established throughout one’s lifetime using a public document which has been authenticated by an authorised notary. However, it also is possible to establish a foundation based on a ‘testamentary disposition‘. This includes wills and contracts of inheritances which can be established based on the rules of inheritance law.
Mandatory content of foundation charters
The foundation charter must include the three main formation requirements from Art. 80 ZGB:
- The desire of the founder to create a foundation
- Description of the purpose of the foundation
- Starting capital/assets endowed to the foundation.
These points must be present according to law otherwise the foundation charter is incomplete and cannot be used as the basis of forming a foundation.
However, it is common for foundation charters to also contain the name and headquarters of the foundation and a basic description of organisation and management.
Difference between foundation document and foundation regulation
The foundation charter is the primary document of a foundation and it regulates the essential features of the organisation of the foundation. A variety of additional regulations may be set out which govern the details. In this sense, a foundation charter is the foundation’s constitution and the regulations are like laws and ordinances which concretise the specifications of the constitution.
The foundation charter can be amended only in exceptional cases. In contrast, the regulations can be amended at any time by the board of trustees and need not be put through a time-consuming official proceeding pursuant to Art. 85 and 86 ZGB.
Regulations only require simple written form and, unlike the foundation charter, no official certification is required.
Content of foundation regulations
The provisions in the regulations may not contradict the foundation charter. For this reason, newly adopted regulations must also be presented to the relevant supervisory authority. This body will check for contradictions with the statutory requirements and the foundation charter. The authority can approve of the regulation with declaratory effect.
The regulations mainly govern the details of organisation and management of the foundation. Thus, the organizational regulations can, for example, include the functions and powers of the members of the board (e.g. duties of the president, the treasurer or the actuary).
» More about Foundation» Found a Foundation/Stiftung
