Foundation (Stiftung / fondation)

How a Swiss foundation works

A foundation is created by a notarised deed or by will (Art. 81 CC). The founder endows it with assets and defines its purpose in the foundation charter (Stiftungsurkunde). Once entered in the commercial register, the foundation acquires legal personality (Art. 52 para. 1 CC). The purpose can be charitable, cultural, educational, religious or serve the welfare of employees (staff welfare foundations). A foundation has no members and no shareholders: its capital belongs to the purpose, and no one holds an equity interest.

The foundation board (Stiftungsrat)

The foundation board (Stiftungsrat, conseil de fondation, consiglio di fondazione) is the governing body. It is distinct from the board of directors of a stock corporation (Verwaltungsrat): the Stiftungsrat answers to the supervisory authority, and the founder's charter defines how members are appointed. The commercial register entry lists each board member and their signing authority.

Supervision and auditing

A classical foundation is subject to supervision by a federal or cantonal authority (Art. 84 CC). The federal supervisory authority (Eidgenössische Stiftungsaufsicht) oversees foundations with a national or international scope; cantonal authorities handle the rest. The supervisory authority ensures the assets are used in accordance with the stated purpose. Supervised foundations must appoint an auditor, unless the supervisory authority grants an exemption for small foundations (Art. 83b CC). Family foundations and ecclesiastical foundations are exempt from both supervision and the audit obligation (Art. 87 CC).

Registration requirement

Since 1 January 2016, all foundations must be entered in the commercial register, including family foundations and ecclesiastical foundations that were previously exempt (Art. 52 para. 2 CC). A foundation that has not yet registered is required to do so.

How it appears in the register and SHAB

The register entry shows the foundation's name, seat, purpose, the date of the charter, the members of the foundation board and their signing authority, and the auditor. When the SHAB publishes a new entry, the notice reads "Stiftung" as the legal form and quotes the purpose in full. A register extract lets you verify the current board and the foundation's stated purpose.

About half of Swiss foundations use a c/o address, typically at a law firm, a fiduciary or a board member's office. If you see a c/o address, the domicile holder often plays an administrative role for the foundation.

What to check when researching a foundation

• The purpose: it defines what the foundation can and cannot do with its assets.
• The foundation board: who sits on it, and who has signing authority. Look for sole or joint signature rights.
• The supervisory authority: federal or cantonal. You can contact it to ask whether the foundation is in good standing.
• Recent SHAB notices: changes to the board, the purpose, the auditor or a call to creditors before deletion.