The requirements for opening a Verein under Swiss law state that the founding of the association is based on the written statutes of the association, which provides information on the purpose, resources and organization.
Definition of the Swiss Verein
The Verein is an association of persons and / or companies, which together want to pursue a non-economic purpose.
For the foundation, it is sufficient that at least two persons at a foundation meeting adopt sufficient written statutes. The statutes must regulate the purpose, the means and the organization of the Verein. Otherwise one is very flexible in the structure of the statutes. The statutes must be signed by at least the board members for them to be valid.
What does it take to open a Swiss Verein?
Opening a Swiss Verein is relatively easy. It needs to have like-minded people who want to start an association and that are ready to take on tasks. It is also mandatory to have written statutes describing the purpose of the Verein and the organization, an inaugural meeting, where the statutes are approved and the board is elected. Incidentally, the Verein is already valid after the meeting. If necessary, an entry in the commercial register is necessary if the Verein operates a commercial business to achieve its purpose and generates more than CHF 100,000 in annual turnover.
How to open a Verein and what legal requirements must be met?
The legal form of the Swiss Verein is chosen if it dedicated to a non-commercial activity and wants to act with other entities as an independent legal entity. This is the case, for example, when the Verein is engaged in a political, religious, scientific, charitable or sociable task. A Verein basically arises through the will to insist as such by the founders setting the statutes of the association.
Steps for opening a Swiss Verein
The founders of the Verein (at least two persons) get together, decide to found an association and establish the statutes. In addition, the members of the board are appointed. It is recommended to create a foundation protocol.
The Articles of Association are to be signed by an elected member of the Executive Board.
The elected board constitutes itself (indicating the functions such as president, cashier, secretary, etc.) and determines the authorized signatories for the Verein. It is recommended to create a board log.
Exception: If the statutes stipulate that the president is elected by the general assembly, this must be done in the founding minutes.
As a rule, there is no obligation to register in the commercial register, whereby it is possible to register voluntarily in order to signal greater seriousness and to increase credibility, for example when having business relationships with other entities.
Only Vereins that operate a commercial business or are subject to revision must register. This is the case when having very large balance sheet respectively high sales figures (10 million or 20 million CHF) and more than 50 full-time employees.
As a minimum content, statutes must contain information about the purpose of the Verein, its resources and its organization.
Organization of a Swiss Verein
The bodies of the Verein are the General Meeting and the Executive Board. The members form the "legislative" body and decide on the most important questions of the association, such as amendments to the articles of association, election of board members, admission and exclusion of members, etc.
The board represents the Verein in front of the authorities and forms the executive body. It decides on the transactions provided for in the articles of association, as a rule and it decides on the day-to-day business activities of the Verein.
Rules governing the entry, exit and expulsion of members are generally regulated in the Articles of Association. Furthermore, membership rights may only be granted if this is stated in the Articles of Incorporation.
Only the Verein is liable for debts, unless the statutes require otherwise.
Under certain circumstances, a non-profit Verein may be tax-exempt. An application must be submitted to the responsible cantonal tax office for this purpose. If a tax exemption is granted, members may deduct the donations made to the Verein from their tax.
Vereins that devote themselves to a political, religious, scientific, artistic, charitable, sociable or other non-economic task acquire the legal personality as soon as the will to be a corporation is evident in the statutes. The statutes must be written and inform about the purpose of the association, its resources and its organization
A Swiss Verein can operate a business conducted in a commercial manner. But this must pursue an "ideal purpose".
If you want to do business with a Verein, it must be entered in the commercial register. However, according to the civil code, the purpose of the Verein may not be profit-oriented, for example to help the members gain financial advantages. Since the Verein must be necessarily connected with an ideal purpose, it is only very conditionally suitable for the operation of a business.
In each case at least two individual and / or legal persons are required in order to be able to open a Swiss Verein. A start-up capital is not required by law. The founding is possible after the founding meeting, which has to decide on the individual statutes and has to appoint the board as well as possibly a control office. The mandatory organs of the Verein are the Verein meeting and the Verein board consisting of at least one member.
The Verein itself is considered an independent legal entity. Thus, none of the Verein members are personally liable for debts. However, an exception exists if the Articles of Association stipulate otherwise.
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