Make sure the association has the correct legal form for your purposes

An association is always the appropriate legal form if a group of people wish to pursue a non-material, i.e. non-commercial, goal. However, if your venture has the commercial goal of generating profit or making significant assets available for a particular purpose, the legal form of an association is excluded by law. In such cases, a limited liability company (GmbH), private limited company (AG) or a foundation would be the right option. As an association, you can still conduct “activities of a commercial nature”, such as a social club for your football team, provided they are of a secondary nature and serve to fulfil the purpose of the association. In situations like this, the association must generally be entered in the commercial register (see point 6).

Find committed fellow campaigners for your association idea

According to most legal theory, just two people are required to found an association. But to keep an association going, founders will need committed members. Ultimately, your aim is to foster common interest over the long term or to work together for a good cause. Depending on the association’s size, you’ll also need people willing to be appointed to an office or help with the collection of donations. Try to get suitable people on board while preparing the association’s foundation – during what is known as the pre-association stage, when tasks such as drawing up the articles of association are carried out.

Carefully work out what the purpose of your association is

In a similar way to when a company is set up, it’s also vitally important to establish the purpose of an association. The purpose sets out the idea behind the association and its area of activity and is the reason why it was set up in the first place. Examples of how the purpose of an association can be worded can be found on the websites of existing associations, such as the The link will open in a new window “Kinderkrippe Auzelg” association, the The link will open in a new window Cham music society or The link will open in a new window Swiss Archaeology (associations selected randomly).

Give your association a good name

You have a good deal of free rein when it comes to naming your association. The inclusion of a reference to the association’s legal form is not mandatory, either. Make sure the association’s name is not misleading and is can be clearly distinguished from other existing association names. It may be helpful to do some research online or take a look at the commercial register (The link will open in a new window www.zefix.ch), bearing in mind that this contains only those associations that are legally obliged to register or have registered “voluntarily”.

Draw up your articles of association carefully

These are the basic rules that members and the board/committee have to adhere to. Careful preparation in line with your association’s requirements is also important. This is a key task when founding an association. An association must be able to present written articles of association in order to become legally valid. But which elements of the articles of association are required by law, and which are optional?

Legal requirements for the minimum contents of an association’s articles of association

• Intention: the articles of association must express the intention to exist as an association
• Purpose: the articles must describe the association’s purpose
• Name and headquarters of the association: the articles must indicate the name and headquarters of the association
• Organization: the articles must designate the association’s governing bodies
• Funds: the articles must contain information about how the fulfilment of the association’s purpose will be financed

Other elements of the articles of association

• Procurement of funds: description of how the funds required to fulfil the association’s purpose will be secured (e.g. through membership fees, donations, bar income at events, etc.)
• Organization of the association: the law stipulates that an association must have a general meeting acting as its governing body, a board or committee as the executive body and – if the association is entered in the commercial register – an auditor. Otherwise, associations are free in how they structure their organization. It is advisable to provide information on the duties and powers of the individual bodies and how they work (convocation, decision-making structure, etc.)
• Liabilities: only the association’s assets are generally used to meet liabilities
• Membership: a definition of which members are admitted to the association, who is responsible for this procedure, how membership fees are structured and levied and how departures are governed

Check whether you need to be entered in the commercial register as an association

Associations must be entered in the commercial register in the following circumstances:

An association conducts commercial activities to fulfil its purpose (see point 1) or is subject to auditing requirements. This applies if an association exceeds two of the following figures in two consecutive financial years:

• Total assets of CHF 10 million
• Sales revenue of CHF 20 million
• 50 full-time equivalents as an annual average

Useful to know

An association must always be entered in the commercial register at the place where its headquarters are located. Associations which are legally obliged to be entered in the commercial register must keep orderly accounts.

Convene a founders’ meeting in good time

Convene a founders’ meeting in good time (see checklist). The articles of association are approved and the bodies provided for in them are elected at the constituent founders’ meeting. The appointment of other positions (e.g. chairperson, actuary, treasurer, etc.) can also be carried out and recorded in the minutes at the founders’ meeting. The following points are generally recorded in the minutes:

• Formal points (appointment of the chairperson and the secretary of the founders’ meeting)
• Naming of the founding members or reference to the list of attendees enclosed
• Resolution on foundation (intention to found an association in accordance with art. 60 ff. Swiss Civil Code, name of the association and purpose of the association)
• Approval of the articles of association
• Appointment of the board or committee, the auditor and other positions, if applicable

The following documents will help you to draw up the minutes of incorporation: