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Form :

The statutes of an association must be drawn up in writing. The statutes do not need to be authenticated by a notary.

Contents :

Swiss law, in particular the Swiss Civil Code (articles 60 et seq.), offers great flexibility and decision-making autonomy in the field of the law of associations, which allows a great latitude when drafting statutes.

Name : before choosing the name of an association, it is recommended to check the existence of those which are already registered on www.zefix.admin.ch.

Seat : while it is necessary to indicate the location of the association’s seat, an indication of the canton is sufficient.. It is recommended not to indicate the complete address in order to allow the association to move its seat within the canton in the future.

Purpose : the article on the purpose represents the heart of the association. Its drafting must therefore be considered very carefully.

Resources.

Bodies : according to Swiss law, an association must have at least the following bodies:

• • a General Assembly (composed of all the members of the association),
  • a Board,
  • External Auditors, insofar as this is required by Swiss law.
    The statutes should be concise, precise and clear. Details not formally related to the statutes may be set out in internal regulations or other ad hoc documents.

The General Assembly has the authority to amend the statutes. Internal regulations may be amended by the elected board.

Template of statutes
CAGI provides a model of statutes of association intended for any non-profit entity wishing to establish itself in Geneva or in the surrounding area in the form of an association under Swiss law.

A minimum of two people are required to create an asociation. We recommend at least three founding members in order to be able to cast a vote if necessary.

The constitutive General Assembly must necessarily address the following points:

• • adoption of the statutes, which must be signed,
  • election of the Board members,
  • election of the auditors if applicable

 Model agenda for the constitutive General Assembly of an association..

The constitutive General Assembly should also determine the address of the association.

Minutes of the constitutive General Assembly must be written and signed

 Model of minutes of General Assembly of association.

An association does not require approval from public authorities in order to operate in Switzerland. As soon as the statutes have been adopted by the constitutive General Assembly, the association has legal personality and may begin its activities.

Associations are subject to cantonal and municipal tax (ICC) and direct federal tax (IFD) on profits and capital, as well as additional property tax for those who own property located in the canton of Geneva.

For more information see the page “Direct taxes”

Under certain conditions, institutions that pursue public utility or public service goals may be exempt from direct federal tax and cantonal and municipal tax.

Procedure and conditions

Organizations benefiting from an exemption are still required to file a tax return (see the “Fiscal Guide 2022 for associations and foundations“).

Registration of an association in the Commercial registry is often optional. However, registration is mandatory if the association conducts a commercial activity, is subject to the obligation to have its accounts audited, or primarily collects or distributes assets abroad, directly or indirectly, that are intended for charitable, religious, cultural, educational or social purposes. Registration with the Commercial registry plays no role in the acquisition of legal personality.

  For more information see the page “Registration with the Register of commerce”

Registration with the register of commerce automatically entails registration with the REG. In the absence of registration with the commercial register, registration with the REG is required.

In this case, an association must register with the Swiss Federal Statistical Office’s Business and Enterprise Register (BER) to obtain an enterprise identification number (UID). Please use this form. As soon as the association obtains an UID, it will automatically be entered in the REG.