A foundation is a legal entity with a pool of assets irrevocably committed to a defined purpose. The foundation becomes the owner of the contributed assets for the particular purpose, once established. Generally suitable for long-term infrastructure development DLT-projects (e.g. open source infrastructure, protocol, decentralisation).
Formation: Established for a particular purpose (need not be charitable or public)
Commercial register: The foundation must be entered into the commercial register. The details of the registration are based on the foundation’s charter (the entry must indicate members of the board of trustees)
Mininum capital: CHF 50,000 contributed by founder (Swiss / foreign person or entity)
Supervision: Generally supervised by the state authority to which the foundation was assigned (e.g. federal, cantonal). The cantons may subject foundations at communal level to supervision at cantonal level. The supervisory authority must ensure that assets are used for declared purpose.
Accounting: Generally, duty to keep accounts and file financial reports. Exempt from filing reports if exempt from appointing auditors (or a family / church foundation).
Auditors: Board of trustees must appoint external auditors unless supervisory authority exempts. External auditors provide supervisory authority with a copy of the audit report.
Amendment of purpose: The original purpose of the foundation can be amended at the request of the supervisory authority or the board of trustees where the original purpose has altered in significance or effect to such an extent that the foundation has plainly become estranged from the founder’s intentions.
Amendment of purpose or organisational form: Furthermore, the competent federal or cantonal authority shall amend the purpose of the foundation or its organisational form at the founder’s request or in accordance with his/her testamentary disposition, provided that the charter reserves the right to amend the purpose or the organisational form and that at least ten years have elapsed since the foundation was established or since the last amendment to the purpose or the organisational form was requested by the founder.
In summary, an amendment of the original purpose of the foundation is only permissible if:
- the original purpose has altered to such an extend that the foundation has become plainly estranged from the founder’s intentions (at request by supervisory authority or board of trustees)
- the amendment is requested by the founder or on the basis of his/her disposition due to death, if the change of purpose is provided for in the charter and if at least 10 years have passed since the establishment of the foundation or the last change of purpose. The same prerequisites apply regarding the amendment of the organisational form
If the founder is a legal entity, the right to change the purpose ends 20 years after foundation.
