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Swiss Civil Code
of 10 December 1907 (Status as of 1 January 2016)
Please note: this translation does not yet include the amendments of 1.1.2017
Chapter Two: Associations
Art. 60 A. Formation / I. Corporate group of persons
A. Formation
I. Corporate group of persons
1 Associations with a political, religious, scientific, cultural, charitable, social or other non-commercial purpose acquire legal personality as soon as their intention to exist as a corporate body is apparent from their articles of association.
2 The articles of association must be done in writing and indicate the objects of the association, its resources and its organisation.
Art. 61 A. Formation / II. Entry in the commercial register
II. Entry in the commercial register1
1 Once the articles of association have been ratified and the committee appointed, the association is eligible for entry in the commercial register.
2 The association must be registered if it:
1. conducts a commercial operation in pursuit of its objects;
2. is subject to an audit requirement.2
3 The articles of association and a list of committee members must be enclosed with the application for registration.
1 Amended by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names), in force since 1 Jan. 2008 (AS 2007 4791 4839; BBl 2002 3148, 2004 3969).
2 Amended by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names), in force since 1 Jan. 2008 (AS 2007 4791 4839; BBl 2002 3148, 2004 3969).
Art. 62 A. Formation / III. Associations lacking legal personality
III. Associations lacking legal personality
Associations which cannot acquire or have not yet acquired legal personality are treated as simple partnerships.
Art. 63 A. Formation / IV. Relationship between articles of association and the law
IV. Relationship between articles of association and the law
1 Where the articles of association do not provide rules for the association's organisation or its relationship with its members, the following provisions apply.
2 Mandatory provisions of law cannot be altered by the articles of association.
Art. 64 B. Organisation / I. General meeting / 1. Function, convening of meetings
B. Organisation
I. General meeting
1. Function, convening of meetings
1 The general meeting of members is the supreme governing body of the association.
2 The general meeting is called by the committee.
3 General meetings must be convened in accordance with the rules set out in the articles of association and also, as required by law, if one-fifth of the members so request.
Art. 65 B. Organisation / I. General meeting / 2. Powers
2. Powers
1 The general meeting of members decides on admission and exclusion of members, appoints the committee and decides all matters which are not reserved to other governing bodies of the association.
2 It supervises the activities of the governing bodies and may at any time dismiss the latter without prejudice to any contractual rights of those dismissed.
3 The right of dismissal exists by law whenever justified by good cause.
Art. 66 B. Organisation / I. General meeting / 3. Resolutions / a. Form
3. Resolutions
a. Form
1 Resolutions are passed by the general meeting.
2 The written consent of all members to a proposal is equivalent to a resolution of the general meeting.
Art. 67 B. Organisation / I. General meeting / 3. Resolutions / b. Voting rights and majority
b. Voting rights and majority
1 All members have equal voting rights at the general meeting.
2 Resolutions require a majority of the votes of the members present.
3 Resolutions may be taken on matters for which proper notice has not been given only where this is expressly permitted by the articles of association.
Art. 68 B. Organisation / I. General meeting / 3. Resolutions / c. Exclusion from voting
c. Exclusion from voting
Each member is by law excluded from voting on any resolution concerning a transaction or dispute between him or her, his or her spouse or a lineal relative on the one hand and the association on the other.
Art. 69 B. Organisation / II. Committee / 1. Rights and duties in general
II. Committee
1. Rights and duties in general1
The committee is entitled and obliged as defined under the articles of association to manage and represent the association.
1 Amended by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names), in force since 1 Jan. 2008 (AS 2007 4791 4839; BBl 2002 3148, 2004 3969).
Art. 69a1B. Organisation / II. Committee / 2. Accounting
2. Accounting
The committee shall maintain the association's business ledgers. The provisions of the Code of Obligations2 on commercial bookkeeping and accounting apply mutatis mutandis.
1 Inserted by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names) (AS 2007 4791 4839; BBl 2002 3148, 2004 3969). Amended by Annex No. 1 of the Federal Act of 23 Dec. 2011 (Accounting Law), in force since 1 Jan. 2013 (AS 2012 6679; BBl 2008 1589).
2 SR 220
Art. 69b1B. Organisation / III. Auditors
III. Auditors
1 The association must submit its accounts to a full audit by external auditors if two of the following figures are exceeded in two successive business years:
1. Total assets of CHF 10 million,
2. Turnover of CHF 20 million,
3. Average annual total of 50 full-time staff.
2 The association must submit its accounts to a limited audit by external auditors if a member with personal liability or an obligation to provide further capital so requests.
3 The provisions of the Code of Obligations2 on external auditors for companies apply mutatis mutandis.
4 In all other cases the articles of association and the general meeting3 are free to make such auditing arrangements as they deem fit.
1 Inserted by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names), in force since 1 Jan. 2008 (AS 2007 4791 4839; BBl 2002 3148, 2004 3969).
2 SR 220
3 Corrected by the Federal Assembly Drafting Committee (Art. 58 para. 1 ParlA - SR 171.10).
Art. 69c1B. Organisation / IV. Organisational defects
IV. Organisational defects
1 If the association lacks one of the prescribed governing bodies, a member or a creditor may apply to the court for an order that the necessary measures be taken.
2 In particular, the court may set the association a time limit in which to restore the situation required by law and may, if necessary, appoint an administrator.
3 The association bears the cost of such measures. The court may order the association to make an advance payment to the persons appointed.
4 For good cause, the association may apply to the court for the removal of the persons it appointed.
1 Inserted by Annex No 1 of the Federal Act of 16 Dec. 2005 (Law on limited liability companies and modifications to the law on companies limited by shares, cooperatives, the commercial register and company names), in force since 1 Jan. 2008 (AS 2007 4791 4839; BBl 2002 3148, 2004 3969).
Art. 70 C. Membership / I. Admission, resignation
C. Membership
I. Admission, resignation
1 Members may be admitted at any time.
2 All members have a legal right to resign subject to six months' notice expiring at the end of the calendar year or, if an administrative period is provided for, at the end of such period.
3 Membership is neither transferable nor heritable.
Art. 711C. Membership / II. Duty to pay subscriptions
II. Duty to pay subscriptions
Members have a duty to pay subscriptions if the articles of association so provide.
1 Amended by No I of the Federal Act of 17 Dec. 2004 (Determination of Subscription Duties for Association Members), in force since 1 June 2005 (AS 2005 2117 2118; BBl 2004 48354843).
Art. 72 C. Membership / III. Exclusion
III. Exclusion
1 The articles of association may specify the grounds on which a member may be excluded, but exclusion may also occur without reasons being given.
2 In such cases, the exclusion may not be challenged based on the reasons.
3 Unless the articles of association provide otherwise, exclusion requires a resolution by the members and good cause.
Art. 73 C. Membership / IV. Status of former members
IV. Status of former members
1 Members who resign or are excluded have no claim on the assets of the association.
2 They are liable for the subscriptions due during the period of their membership.
Art. 74 C. Membership / V. Protection of the objects of the association
V. Protection of the objects of the association
No member may be forced against his or her will to accept a change in the objects of the association.
Art. 75 C. Membership / VI. Protection of members
VI. Protection of members
Any member who has not consented to a resolution which infringes the law or the articles of association is entitled by law to challenge such resolution in court within one month of learning thereof.
Cbis. Liability
The association is liable for its obligations with its assets. Such liability is limited to the assets unless the articles of association provide otherwise.
1 Inserted by No I of the Federal Act of 17 Dec. 2004 (Determination of Subscription Duties for Association Members), in force since 1 June 2005 (AS 2005 2117 2118; BBl 2004 48354843).
Art. 76 D. Dissolution / I. Manner of dissolution / 1. By resolution
D. Dissolution
I. Manner of dissolution
1. By resolution
The association may be dissolved at any time by resolution of the members.
Art. 77 D. Dissolution / I. Manner of dissolution / 2. By operation of law
2. By operation of law
The association is dissolved by operation of law if it is insolvent or if the committee may no longer be appointed in accordance with the articles of association.
Art. 78 D. Dissolution / I. Manner of dissolution / 3. By court order
3. By court order
Where the objects of the association are unlawful or immoral, the competent authority or an interested party may apply for a court order of dissolution.
Art. 79 D. Dissolution / II. Deletion from the commercial register
II. Deletion from the commercial register
Where the association is registered, the committee or the court shall inform the commercial registrar of the dissolution so that the entry may be deleted.
Source: www.admin.ch. Last update: January 23, 2016