Antoine F. GoetschelJ.D., Dr. h.c.Attorney at Law
Round hall with conference table

Foundation and Association Law

Support in the establishment, organisation, and legal governance of foundations and associations — on an equal footing with.

I advise you on the establishment, organisation, and legal governance of foundations and associations. I also support you in shaping and implementing the foundation and association purpose, and in setting up the organisation with a clear allocation of responsibilities. I support founders as well as existing foundations and associations and am at your disposal for legal questions as well as for all matters relating to governance and responsibility.

In detail

Establishment and legal structuring of foundations and associations

At the beginning stands the question of the appropriate legal form. The association is suited to member-driven projects, is founded quickly and without capital, and remains flexible in its arrangement. The foundation permanently dedicates assets to a defined purpose, is publicly notarised, entered in the commercial register, and placed under state supervision — in return, it offers stability and binding force across generations. Depending on the project, non-profit joint-stock companies, non-independent foundations under an existing umbrella, or combinations of association and foundation may also be considered. Together with you, I analyse purpose, funding, time horizon, and desired influence, and develop from these a structure that fits your concern — and then support you through the entire founding process.

Articles of association and organisational regulations

Statutes and foundation deed are the foundation of every organisation. They set out what it stands for, who decides, and how conflicts are resolved. I formulate the purpose so that it carries the concern precisely while leaving enough scope for future development, and I regulate the organisation clearly: composition, election, and term of office of the governing bodies, decision-making and quorums, signatory authority, handling of conflicts of interest, auditors, membership and contributions, and the use of assets upon dissolution. Complementary organisational, investment, or grant regulations flesh out daily operations without the founding order having to be constantly amended.

Preliminary clarifications and pursuit of charitable status

Recognition as charitable and the associated tax exemption are decisive for many organisations — not least because contributions only become deductible for donors as a result. The requirements of the cantonal tax authorities are, however, demanding: the purpose must lie in the general interest, the activity must be selfless, the assets must remain irrevocably and permanently tied, and governing bodies may in principle not be remunerated in an inappropriate manner. I review your project in advance for its prospects, draft the founding documents accordingly, and support the application at the competent authority — ideally before the articles of association are adopted, since subsequent adjustments are considerably more onerous.

Advice on governance duties and liability of governing bodies

Whoever serves on a foundation board or an association's executive committee takes on responsibility — also personally. Among the central duties are diligent and loyal management, use of funds in line with the purpose, proper bookkeeping and reporting, responsible asset investment, and timely action in the face of impending insolvency or over-indebtedness. I support governing bodies in clearly delimiting their tasks and competences, handling conflicts of interest transparently, documenting decisions cleanly, and establishing effective control mechanisms. Good governance is not an end in itself: it protects those responsible, strengthens credibility towards donors, members, and the public, and secures the organisation's impact over the long term.

Legal support for ongoing association and foundation matters

Organisations evolve, and the law follows them. I support you in changes to purpose and articles of association, in the preparation and conduct of members' meetings and general meetings and foundation board meetings, in questions concerning membership, exclusion, and association disputes, in contracts with employees, volunteers, and partner organisations, in collaborations, mergers, and restructurings, as well as in dealings with the supervisory authority. The orderly dissolution or liquidation of an organisation is also part of this.

Frequently asked questions

FAQ — Foundation and Association Law

Establishing a foundation requires public notarisation of the foundation deed with purpose, assets, and organisation, entry in the commercial register, and (for charitable foundations) recognition by the tax administration. There is no statutorily defined minimum capital; in practice, around CHF 50,000 is the lower threshold for meaningful foundation operations. I support you through all steps — from formulating the purpose to entry in the register.

The foundation is an independent body of assets with a defined purpose — it has no members, only governing bodies. The association, by contrast, is a union of persons — the members collectively form the highest authority of the association, and the executive committee manages. For charitable purposes, both legal forms are suitable, depending on whether governance should lie centrally (foundation) or collectively (association).

A charitable foundation or association exclusively pursues public purposes without profit-seeking and without enriching the persons involved. Recognition of charitable status by the tax administration leads to exemption from profit and capital tax and enables tax-deductible donations. I support you in the preliminary clarifications and in the recognition procedure.

The foundation purpose is anchored in the foundation deed — reviewed by the supervisory authority and, as a rule, only amendable under strict conditions. This stability is both strength and weakness: it protects the will of the founder but can become a hurdle when circumstances change. Careful wording from the outset pays off.

Videos on the topic

In conversation

When is a foundation appropriate — and when an association?

Show transcript

Marie Anouk: When is a foundation appropriate, and when an association?

Antoine F. Goetschel: A foundation makes sense when substantial assets — foundations below roughly one million make little sense, given legal fees, accounting costs and bank charges — are to be devoted to a good purpose: animals, children, arts and culture, the environment. Whether the assets are to be deployed in a single tranche, gradually over 10 or 20 years, or in perpetuity. An association brings people together for a shared purpose — I am in a choir, we form an association; through membership fees we pay the choirmaster and can afford musicians for concerts. Bringing people together around an ideal purpose — animals, culture, sport — under a charitable aspect. There are grey areas. My rule of thumb: a foundation suits large capital deployed for a specific purpose, where the founder's will stands centre stage. Often, too, a large grant to an existing foundation under specified conditions suffices to fulfil the same goal.

Which legal obligations are often underestimated?

Show transcript

Marie Anouk: Which legal obligations are often underestimated?

Antoine F. Goetschel: As banal as it sounds for associations: the duties of an employer. These include clean accounting and the fact that the association board, like the board of a limited company, is personally liable to ensure that AHV contributions and social-security contributions are paid. For foundation board members: the duty to act in a fiduciary, transparent manner in line with the foundation's purpose, placing one's own financial interests last. Recently a very wealthy foundation in Canton Lucerne was established where the executor was also the sole board member of this billion-franc foundation — and was promptly removed by the supervisory authority because his personal financial interests conflicted with the foundation's long-term pursuit of its purpose.

For what is an association board liable and for what is it not?

Show transcript

Marie Anouk: For what is an association board liable and for what is it not?

Antoine F. Goetschel: If the statutes state that the board is essentially not liable, it is already on safe ground. The board is liable for intentionally caused damage; it is liable for wage contributions; and it must face questions when controls fail entirely — when a neighbourhood association suddenly has hundreds of thousands of francs missing and the treasurer's reports were always waved through. Can the whole board then be held accountable for the dissipated public funds, membership fees and donations? The duties of association boards and foundation bodies have increasingly come to resemble those of a company board of directors.

All conversations & interviews →

Personal conversation

Let's talk about your case.

Write to me — I'll get back to you within two working days.

Get in touch

Notice

New office address from 1 August 2026

From 1 August 2026 you will find me at Theaterstrasse 2, 8400 Winterthur — in a Jugendstil villa a few minutes' walk from the main station.