Civil Code of the Swiss Confederation (1907, as amended 2017) (excerpts related to freedom of Association) (English)
Swiss Civil Code
of 10 December 1907 (Status as of 1 September 2017)
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Title Two: Legal Entities
Chapter One: General Provisions
Art. 52
1 Associations of persons organised as corporate bodies and independent
bodies with a specific purpose acquire legal personality on being
entered in the commercial register.
2 Public law corporations and bodies, and associations that do not have
a commercial purpose do not require registration.69
3 Associations of persons and bodies which pursue an immoral or
unlawful purpose may not acquire legal personality.
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Chapter Two: Associations
Art. 60
1 Associations with a political, religious, scientific, cultural, charitable,
social or other non-commercial purpose acquire legal personality
as soon as their intention to exist as a corporate body is apparent from
their articles of association.
2 The articles of association must be done in writing and indicate the
objects of the association, its resources and its organisation.
Art. 61
1 Once the articles of association have been ratified and the committee
appointed, the association is eligible for entry in the commercial
register.
2 The association must be registered if it:
1. conducts a commercial operation in pursuit of its objects;
2. is subject to an audit requirement.
3 The articles of association and a list of committee members must be
enclosed with the application for registration.
Art. 62
Associations which cannot acquire or have not yet acquired legal
personality are treated as simple partnerships.
Art. 63
1 Where the articles of association do not provide rules for the association’s
organisation or its relationship with its members, the following
provisions apply.
2 Mandatory provisions of law cannot be altered by the articles of
association.
Art. 64
1 The general meeting of members is the supreme governing body of
the association.
2 The general meeting is called by the committee.
3 General meetings must be convened in accordance with the rules set
out in the articles of association and also, as required by law, if onefifth
of the members so request.
Art. 65
1 The general meeting of members decides on admission and exclusion
of members, appoints the committee and decides all matters
which are not reserved to other governing bodies of the association.
2 It supervises the activities of the governing bodies and may at any
time dismiss the latter without prejudice to any contractual rights of
those dismissed.
3 The right of dismissal exists by law whenever justified by good
cause.
Art. 66
1 Resolutions are passed by the general meeting.
2 The written consent of all members to a proposal is equivalent to a
resolution of the general meeting.
Art. 67
1 All members have equal voting rights at the general meeting.
2 Resolutions require a majority of the votes of the members present.
3 Resolutions may be taken on matters for which proper notice has not
been given only where this is expressly permitted by the articles of
association.
Art. 68
Each member is by law excluded from voting on any resolution concerning
a transaction or dispute between him or her, his or her spouse
or a lineal relative on the one hand and the association on the other.
Art. 69
The committee is entitled and obliged as defined under the articles of
association to manage and represent the association.
Art. 69a
The committee shall maintain the association’s business ledgers. The
provisions of the Code of Obligations on commercial bookkeeping
and accounting apply mutatis mutandis.
Art. 69b
1 The association must submit its accounts to a full audit by external
auditors if two of the following figures are exceeded in two successive
business years:
1. total assets of CHF 10 million;
2. turnover of CHF 20 million;
3. average annual total of 50 full-time staff.
2 The association must submit its accounts to a limited audit by external
auditors if a member with personal liability or an obligation to
provide further capital so requests.
3 The provisions of the Code of Obligations78 on external auditors for
companies apply mutatis mutandis.
4 In all other cases the articles of association and the general meeting
are free to make such auditing arrangements as they deem fit.
Art. 69c
1 If the association lacks one of the prescribed governing bodies, a
member or a creditor may apply to the court for an order that the
necessary measures be taken.
2 In particular, the court may set the association a time limit in which
to restore the situation required by law and may, if necessary, appoint
an administrator.
3 The association bears the cost of such measures. The court may
order the association to make an advance payment to the persons
appointed.
4 For good cause, the association may apply to the court for the removal
of the persons it appointed.
Art. 70
1 Members may be admitted at any time.
2 All members have a legal right to resign subject to six months’
notice expiring at the end of the calendar year or, if an administrative
period is provided for, at the end of such period.
3 Membership is neither transferable nor heritable.
Art. 71
Members have a duty to pay subscriptions if the articles of association
so provide.
Art. 72
1 The articles of association may specify the grounds on which a
member may be excluded, but exclusion may also occur without
reasons being given.
2 In such cases, the exclusion may not be challenged based on the
reasons.
3 Unless the articles of association provide otherwise, exclusion requires
a resolution by the members and good cause.
Art. 73
1 Members who resign or are excluded have no claim on the assets of
the association.
2 They are liable for the subscriptions due during the period of their
membership.
Art. 74
No member may be forced against his or her will to accept a change in
the objects of the association.
Art. 75
Any member who has not consented to a resolution which infringes
the law or the articles of association is entitled by law to challenge
such resolution in court within one month of learning thereof.
Art. 75a
The association is liable for its obligations with its assets. Such liability
is limited to the assets unless the articles of association provide
otherwise.
Art. 76
The association may be dissolved at any time by resolution of the
members.
Art. 77
The association is dissolved by operation of law if it is insolvent or if
the committee may no longer be appointed in accordance with the
articles of association.
Art. 78
Where the objects of the association are unlawful or immoral, the
competent authority or an interested party may apply for a court order
of dissolution.
Art. 79
Where the association is registered, the committee or the court shall
inform the commercial registrar of the dissolution so that the entry
may be deleted.
Chapter Three: Foundations
Art. 80
A foundation is established by the endowment of assets for a particular
purpose.
Art. 81
1 A foundation may be created by public deed or by testamentary
disposition.
2 The foundation is entered in the commercial register based on its
charter and, as the case may be, in accordance with any directions
issued by the supervisory authority, and the entry must indicate the
members of the board of trustees.
3 The probate authority shall inform the commercial registrar of the
creation of the foundation by testamentary disposition.
Art. 82
A foundation may be challenged by the founder’s heirs or creditors in
the same manner as a gift.
Art. 83
The foundation charter shall stipulate the foundation’s governing
bodies and the manner in which it is to be administered.
Art. 83a
1 The supreme governing body of the foundation shall maintain its
business ledgers. The provisions of the Code of Obligations on
commercial bookkeeping and accounting apply mutatis mutandis.
Art. 83b
1 The board of trustees shall appoint external auditors.
2 The supervisory authority may exempt a foundation from the duty to
appoint external auditors. The Federal Council determines the conditions
for such exemption.
3 Where there are no special provisions for foundations, the provisions
of the Code of Obligations on external auditors for public limited
companies apply mutatis mutandis.
4 If the foundation has a duty to carry out a limited audit, the supervisory
authority may require a full audit where necessary for a reliable
assessment of the foundation’s financial situation.
Art. 83c
The external auditors must provide the supervisory authority with a
copy of the audit report and all important communications with the
foundation.
Art. 83d
1 If the planned system of organisation proves inadequate or if the
foundation lacks one of the prescribed governing bodies or one such
body is not lawfully constituted, the supervisory authority must take
the necessary measures. In particular it may:
1. set a time limit within which the foundation must restore the
legally required situation; or
2. appoint the body which is lacking or an administrator.
2 In the event that the foundation is unable to organise itself effectively,
the supervisory authority shall transfer its assets to another foundation
with as similar objects as possible.
3 The foundation bears the cost of such measures. The supervisory
authority may require the foundation to make an advance payment to
the persons appointed.
4 For good cause, the foundation may request the supervisory authority
to remove persons whom it has appointed.
Art. 84
1 Foundations are supervised by the state authority (Confederation,
canton, commune) to which they are assigned.
1bis The cantons may subject foundations at communal level to supervision
at cantonal level.
2 The supervisory authority must ensure that the foundation’s assets
are used for their declared purpose.
Art. 84a
1 Where there are grounds for concern that the foundation is overindebted
or will no longer be able to meet its obligations in the longer
term, its board of trustees must draw up an interim balance sheet at
liquidation values and submit it to the external auditors. If the foundation
has no external auditors, the board of trustees must submit the
interim balance sheet to the supervisory authority.
2 If the external auditors establish that the foundation is overindebted
or will no longer be able to meet its obligations in the longer term, it
must submit the interim balance sheet to the supervisory authority.
3 The supervisory authority shall direct the board of trustees to take
the necessary measures. If it fails to do so, the supervisory authority
takes such measures itself.
4 If necessary, the supervisory authority shall take legal enforcement
measures; the provisions of company law on commencement or deferral
of compulsory dissolution apply mutatis mutandis.
Art. 84b
Art. 85
At the request of the supervisory authority and having heard the board
of trustees, the competent federal or cantonal authority may modify
the foundation’s organisation where such a step is urgently required in
order to preserve the foundation’s assets or safeguard the pursuit of its
objects.
Art. 86
1 At the request of the supervisory authority or the board of trustees,
the competent federal or cantonal authority may amend the objects of
the foundation where the original objects have altered in significance
or effect to such an extent that the foundation has plainly become
estranged from the founder’s intentions.
2 Subject to the same requirements, conditions that are detrimental to
the objects of the foundation may be revoked or amended.
Art. 86a
1 The competent federal or cantonal authority shall amend the objects
of the foundation at the founder’s request or in accordance with his or
her testamentary disposition, provided that the charter reserves the
right to amend the objects and that at least ten years have elapsed
since the foundation was established or since the last amendment
requested by the founder.
2 Where the foundation pursues public or charitable objects within the
meaning of Art. 56 lit. g of the Federal Act of 14 December 1990 on
Direct Federal Taxation99, such new objects must likewise be public or
charitable.
3 The right to amend a foundation’s objects is neither transferable nor
heritable. If the founder is a legal entity, the right extinguishes at the
latest 20 years after the establishment of the foundation.
4 Joint founders may only jointly request an amendment of the foundation’s
objects.
5 The probate authority shall inform the competent authority of any
testamentary disposition concerning the amendment of the foundation’s
objects.
Art. 86b
Having heard the board of trustees, the supervisory authority may
make minor amendments to the foundation charter provided these are
objectively justified and do not impair the rights of any third party.
Art. 87
1 Family and ecclesiastical foundations are not subject to supervision,
unless otherwise provided by public law.
1bis They are exempt from the duty to appoint external auditors.
2 Private law disputes are decided by the courts.
Art. 88
1 The competent federal or cantonal authority shall dissolve the foundation
on application or of its own accord if:
1. its objects have become unattainable and the foundation cannot
be maintained by modifying its charter; or
2. its objects have become unlawful or immoral.
2 Family and ecclesiastical foundations shall be dissolved by court
order.
Art. 89
1 Any interested party may file an application or bring an action for
the dissolution of a foundation.
2 Dissolution must be reported to the commercial registrar so that the
entry may be deleted.
Art. 89a
1 The following additional provisions apply to employee benefits
schemes established in accordance with Art. 331 of the Code of Obligations106
in the form of a foundation.
2 The foundation’s governing bodies must furnish the beneficiaries
with the necessary information concerning the foundation’s organisation,
activities and assets.
3 If employees pay contributions into the benefits scheme, they are
entitled to participate in its administration at least in proportion to
their contributions; wherever possible, the employees must elect their
representative from among their employer’s personnel.
4 …
5 The beneficiaries may sue the foundation for the distribution of
benefits if they have paid contributions into it or if according to the
foundation’s regulations they have a legal entitlement to such benefits.
6 For employee benefits schemes providing old age, survivors’ and
invalidity pensions which are subject to the Vested Benefits Act of
17 December 1993110 (VBA), the provisions of the Federal Act of 25
June 1982 on Occupational Old Age, Survivors’ and Invalidity Pension
Provision (OPA)111 on the following matters apply:112
1.113 the definition and principles of occupational pension arrangements
and the insurable salary or income (Art. 1, 33a and
33b),
2.114 the requirement of being subject to OASI (Art. 5 para. 1),
3. the beneficiaries in the case of survivors’ benefits (Art. 20a),
3a.115 the adjustment of the invalidity pension following the equitable
division of occupational pensions (Art. 24 para. 5),
3b.116 the provisional continuation of insurance and of the entitlement
to benefits on the reduction or termination of the invalidity
pension (Art. 26a),
4.117 the adjustment of plan benefits to inflation (Art. 36 para. 2–4),
4a.118 the agreement on a lump sum payment (Art. 37a),
5. the limitation period for entitlements and the safekeeping of
insurance documents (Art. 41),
5a.119 the use, processing and disclosure of the OASI number for
the Old Age and Survivors’ Insurance (Art. 48 para. 4, Art.
85a lit. f and Art. 86a para. 2 lit. bbis)
6. liability (Art. 52),
7.120 the licensing and duties of the supervisory bodies
(Art. 52a–52e),
8.121 the integrity and loyalty of the persons responsible, transactions
with close associates and conflicts of interest
(Art. 51b, 51c and 53a),
9. partial or total liquidation (Art. 53b–53d),
10.122 termination of contracts (Art. 53e),
11. the guarantee fund (Art. 56 para. 1 lit. c and para. 2–5,
Art. 56a, 57 and 59),
12.123 supervision and oversight (Art. 61–62a and 64–64c),
13.124 …
14.125 financial security (Art. 65 para. 1, 3 and 4, Art. 66 para. 4,
Art. 67 and Art. 72a–72g),
15. transparency (Art. 65a),
16. reserves (Art. 65b),
17. insurance contracts between occupational benefits schemes
and insurance institutions (Art. 68 para. 3 and 4),
18. asset management (Art. 71),
19. legal recourse (Art. 73 and 74),
20. criminal provisions (Art. 75–79),
21. buy-in (Art. 79b),
22. insurable salary and income (Art. 79c),
23. provision of information to insured persons (Art. 86b).126
7 For employee benefits schemes providing old age, survivors’ and
invalidity pensions but which are not subject to the VBA, such as
employer-sponsored welfare funds with discretionary benefits and
financing foundations, only the following provisions of the OPA
apply:
1. the requirement of being subject to OASI (Art. 5 para. 1);
2. the use, processing and disclosure of the OASI number (Art.
48 para. 4, 85a let. f and 86a para. 2 let. bbis);
3. liability (Art. 52);
4. the licensing and duties of the auditors (Art. 52a, 52b and 52c
para. 1 let. a–d and g, 2 and 3);
5. the integrity and loyalty of the persons responsible, transactions
with close associates and conflicts of interest (Art. 51b,
51c and 53a);
6. total liquidation (Art. 53c);
7. supervision and oversight (Art. 61–62a and 64–64b);
13.124 …
14.125 financial security (Art. 65 para. 1, 3 and 4, Art. 66 para. 4,
Art. 67 and Art. 72a–72g),
15. transparency (Art. 65a),
16. reserves (Art. 65b),
17. insurance contracts between occupational benefits schemes
and insurance institutions (Art. 68 para. 3 and 4),
18. asset management (Art. 71),
19. legal recourse (Art. 73 and 74),
20. criminal provisions (Art. 75–79),
21. buy-in (Art. 79b),
22. insurable salary and income (Art. 79c),
23. provision of information to insured persons (Art. 86b).126
7 For employee benefits schemes providing old age, survivors’ and
invalidity pensions but which are not subject to the VBA, such as
employer-sponsored welfare funds with discretionary benefits and
financing foundations, only the following provisions of the OPA
apply:
1. the requirement of being subject to OASI (Art. 5 para. 1);
2. the use, processing and disclosure of the OASI number (Art.
48 para. 4, 85a let. f and 86a para. 2 let. bbis);
3. liability (Art. 52);
4. the licensing and duties of the auditors (Art. 52a, 52b and 52c
para. 1 let. a–d and g, 2 and 3);
5. the integrity and loyalty of the persons responsible, transactions
with close associates and conflicts of interest (Art. 51b,
51c and 53a);
6. total liquidation (Art. 53c);
7. supervision and oversight (Art. 61–62a and 64–64b);
Title Twobis: Collective Assets
Art. 89b
1 In the case of a public collection for charitable purposes, if no arrangements
have been made for the management or use of the collective
assets, the competent authority shall take the required measures.
2 It may appoint an administrator for the collective assets or allocate
the assets to an association or a foundation with objects that are as
similar as possible.
3 The administrator is subject, mutatis mutandis, to the regulations on
deputyships in context of adult protection.
Art. 89c
1 The canton in which the main part of the collective is managed has
jurisdiction.
2 Unless the canton provides otherwise, the authority that supervises
the foundations has jurisdiction.
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