Association (Verein / association)

How a Swiss association works

An association is formed when its founders adopt written articles of association (Art. 60 CC). Unlike a cooperative or a foundation, it needs no entry in the commercial register to exist. The association acquires legal personality as soon as the articles show that the body intends to be organised as a corporate body (Art. 60 para. 1 CC). Its members are its supreme authority, and the board manages day-to-day affairs.

When commercial register entry is required

An association must register when it runs a commercial business to achieve its purpose or when it is subject to an audit obligation (Art. 61 para. 2 CC). An association that does neither may register voluntarily. In practice, most sports clubs, cultural societies and small non-profits never register. The associations you find on Zefix or in a cantonal register are the minority that either conducts business or chose to register for visibility and credibility.

What the commercial register shows

A registered association's entry lists its name, registered office, purpose, the persons authorised to sign, and their signing authority (sole or collective). The entry also records any later changes: a new board member, a move to another commune, or a revised purpose. If the association enters liquidation, the suffix «in Liquidation» is added to its name.

SHAB notices

Every registration, mutation and deletion of a registered association is published in the Swiss Official Gazette of Commerce (SHAB). A typical new-registration notice states the association's name, seat, UID, purpose and the persons authorised to sign. Reading SHAB notices for associations follows the same logic as for any other legal entity; our guide on reading SHAB/FOSC notices covers the format in detail.

Liability and finances

The association is liable with its own assets. Members are not personally liable for the association's debts unless the articles of association say otherwise (Art. 75a CC). An association has no statutory capital requirement. Its resources come from membership fees, donations, sponsoring or commercial revenue. Because there is no published capital figure, a register extract tells you who can sign for the association but says little about its financial strength.

What to check when dealing with a registered association

Verify who is authorised to sign and whether they sign alone or collectively. Check the purpose clause in the articles of association: it defines what the association is set up to do, and a transaction that falls clearly outside it may raise questions about the board's authority. If you want to check a Swiss entity that is an association, keep in mind that thousands of associations exist without any register entry. The absence of a Zefix result does not mean the body does not exist.