Swiss cooperative (Genossenschaft / société coopérative)
A Swiss cooperative (Genossenschaft, société coopérative, società cooperativa) is a body corporate under Art. 828–926 CO formed by at least seven members to promote their common economic interests. Each member has one vote, and no minimum capital is required by law.
How a Swiss cooperative works
The cooperative is governed by Art. 828–926 of the Swiss Code of Obligations (CO). At least seven natural persons or legal entities adopt articles of association in writing at a constituent assembly. The cooperative acquires legal personality when it is entered in the commercial register (Art. 838 CO).
Swiss law does not prescribe a minimum capital. The articles may require members to acquire membership shares (Anteilscheine), but these are not shares in the sense of a stock corporation. Each member has one vote at the general meeting, regardless of the number of shares held (Art. 885 CO). This «one member, one vote» principle distinguishes the cooperative from capital-based legal forms.
The Verwaltung (board of administration) is the cooperative's top management body and consists of at least three persons, the majority of whom must be members of the cooperative (Art. 894 CO). While this body resembles the Verwaltungsrat of an AG, it is a distinct organ with its own rules under the cooperative title. The articles may provide for a delegate assembly instead of a general meeting when the cooperative has many members (Art. 892 CO). Well-known Swiss cooperatives include Migros, Coop, Raiffeisen and La Mobilière.
In the commercial register and the SHAB
The company name must indicate the legal form, so it includes "Genossenschaft", "société coopérative", "società cooperativa" or an abbreviation (Art. 950 CO). The register entry shows the date of the articles, the purpose, and every person with signing authority, with their function and type of signature. If the articles create membership shares, the entry states their number and nominal value. Every change is published in the Swiss Official Gazette of Commerce (SHAB/FOSC/FUSC): a new member of the Verwaltung, a change of purpose, a move to another canton.
Housing cooperatives are among the most common cooperatives in the register. Their purpose typically reads "Erstellung und Verwaltung von Wohnungen für die Mitglieder" (construction and management of housing for members).
What to check when dealing with a cooperative
- Membership: membership is personal and carries obligations set out in the articles, including possible supplementary contributions (Nachschusspflicht, Art. 871 CO). The members are not listed in the commercial register.
- Who can sign: the extract names each signatory. With joint signature by two, a contract signed by one person alone does not bind the cooperative.
- Liability: unless the articles impose personal or supplementary liability, members are not personally liable for the cooperative's debts (Art. 868–869 CO).
- No share transfer: membership shares, where they exist, are not freely transferable like the shares of an AG. Admission of new members requires a decision of the cooperative (Art. 840 CO).
To go through an entry line by line, see how to read a Swiss register extract and how to check a Swiss company.
Wohnbaugenossenschaft Muster, in Zürich, CHE-123.456.789, Musterstrasse 10, 8001 Zürich, Genossenschaft (Neueintragung). Statutendatum: 15.01.2026. Zweck: Erstellung, Erwerb und Verwaltung von Wohnungen zur Vermietung an die Mitglieder. Anteilscheine: Anteilscheine von CHF 500.00. Publikationsorgan: SHAB. Eingetragene Personen: Muster, Anna, von Bern, in Zürich, Präsidentin der Verwaltung, mit Kollektivunterschrift zu zweien.
Legal basis and sources
- Art. 828–926 CO
- Art. 838 CO (registration)
- SME Portal of the Swiss Confederation
- Zefix, central business name index
Related terms
Frequently asked questions
- How many members does a Swiss cooperative need?
- At least seven. The members can be natural persons, legal entities or a combination of both. The articles of association set out the conditions for admission and exit (Art. 828 and Art. 839–840 CO).
- Does a Swiss cooperative need a minimum capital?
- No. Swiss law does not prescribe a minimum capital for cooperatives. The articles may require members to acquire membership shares and may impose supplementary contributions, but neither is mandatory.
- What is the difference between a cooperative and an association?
- A cooperative promotes the economic interests of its members, while an association pursues a non-commercial purpose. Cooperatives are always entered in the commercial register; associations only when they run a commercial business.