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Created on 26.06.2019

Looking to found an association? Here are the key things you should do

What do you need to bear in mind when founding an association? How many people do you need? What should your articles of association include? Roman Baumann Lorant, a lawyer specialized in Swiss association and foundation law, is an expert on the legal principles and provides advice on successfully founding an association. Here are the key points to bear in mind – complete with a checklist.

There are an estimated 80,000 to 100,000 associations in Switzerland, representing fields as diverse as sport, culture, politics, science and charity. Anyone seeking to set up their own association generally has a good deal of room for manoeuvre. This is because the law makes founding an association relatively straightforward. Under Swiss association law, written articles of association are required to found an association, and these must be presented to the founding members at a founders’ meeting. The association comes into existence as soon as they have been adopted. There are various points to bear in mind to ensure the foundation of the association – and its future activities – are successful.

  • 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:

Checklist for founding an association

Please note the following points in relation to the foundation of an association:

Preliminary checks

Check whether you will be able to find enough members to found your association.

Preparation

  • Set up a preparation group
  • Along with your fellow founders, define the association’s purpose, its name and the articles of association
  • Select an association account that meets your requirements (evidence of the minutes of incorporation and the written articles of association must be presented in order to open this account)
  • Ask people about possible tasks and roles (e.g. committee members)
  • Prepare for the founders’ meeting
  • Check whether your association is obliged to have a commercial register entry (art. 61 section 2 Swiss Civil Code). An entry is mandatory if the association conducts commercial activities or is subject to auditing (art. 69b Swiss Civil Code)
  • Check whether your association requires insurance and, if so, which kind (e.g. liability, property or vehicle insurance, etc.)
  • Draw up a realistic budget for your association in good time
  • Check whether your association meets tax exemption requirements due to non-profit status and submit a preliminary application to the relevant tax authority

Founders’ meeting

  • Draw up an agenda
  • Prepare a list of attendees
  • Find a venue for the founders’ meeting
  • Invite the founding members to the founders’ meeting (with an agenda and, if possible, with draft articles of association)
  • Decide who will give the welcome address, who will explain the association’s purpose and who is proposed as meeting chairperson and minute taker
  • Conduct the meeting in accordance with the agenda (e.g. express intention to found an association, consult on and approve the draft articles of association, elect the association’s governing bodies in accordance with the articles of association, etc.)
  • List the founding members in the minutes or attach the list of attendees to the minutes
  • Have the minutes signed by the meeting chairperson and the minute taker

Useful to know

PostFinance offers an account that is especially tailored to the requirements of associations. Find out how to open an association account.

About our expert

Dr. iur. Roman Baumann Lorant works as a lawyer at the The link will open in a new window Altenbach Baumann Bloch Stadler law practice in Dornach. His specialisms include association and foundation law, and he lectures on this subject at the University of Basel’s Faculty of Law. On his own website The link will open in a new window stiftungen-vereine.ch, he outlines his approach as a lawyer specialized in foundation and association law and provides references to various publications and articles on this topic. His Twitter profile can be found The link will open in a new window here.

 

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