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.
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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.
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).
According to most legal theory, just two people are required to found an association. To keep an association going, you, as founder, will however 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.
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 or the The link will open in a new window Cham music society (associations selected randomly).
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 zefix.ch), bearing in mind that this contains only those associations that are legally obliged to register or have registered “voluntarily”.
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?
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:
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 (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. chair, 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:
The following documents will help you to draw up the minutes of incorporation:
Please note the following points in relation to the foundation of an association:
Check whether you will be able to find enough members to found your association.
Find out more about the topic of associations and taxes in our business blog article “Do associations need to pay tax in Switzerland?”
PostFinance offers an account that is especially tailored to the requirements of associations. Find out how to open an association account.
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 X profile can be found The link will open in a new window here.
