Law & Compliance

The Swiss Foundation Board (Stiftungsrat): Duties, Structure & Governance

The foundation board (Stiftungsrat) is the supreme governing body of a Swiss foundation. It directs the foundation, holds decision-making power, and bears legal responsibility for compliance with the foundation charter and the law. Under the Swiss Civil Code, Article 83, it is the foundation charter, not the statute, that stipulates the foundation’s governing bodies and how the foundation is administered, so the board’s size, powers and procedures are largely set when the foundation is established.

A Swiss foundation has no owners, members or shareholders. Once it is created, control belongs to the board, which must act in the foundation’s interest and pursue the purpose fixed in its deed. This guide explains what the board is, who sits on it, its core duties, its non-delegable responsibility for the foundation’s assets, the standards of the Swiss Foundation Code 2021, and the personal liability board members carry.

Author: Hansruedi Mueller, Swiss foundation lawyer, Zug. About the author · Published 4 June 2026 · Last updated 4 June 2026.

Key takeaways

• The foundation board (Stiftungsrat, also “foundation council” or “board of trustees”) is the supreme governing body of a Swiss foundation.
• Swiss Civil Code, Article 83 leaves the board’s organisation to the foundation charter, there is no fixed statutory board size.
• Board members owe duties of care and loyalty: act in the foundation’s interest, pursue its purpose, avoid conflicts of interest, and manage assets prudently.
• A board of at least three members is common practice and a Swiss Foundation Code recommendation, not a Civil Code requirement.
• The board’s responsibility for financial and asset management cannot be delegated to third parties, even where it lacks expertise.
• Board members can be personally liable to the foundation for a culpable breach of their duties (Article 55 ZGB).

What the foundation board is (ZGB Art. 83)

The foundation board governs a Swiss foundation. Because a foundation has no owners or members, only a purpose and the assets dedicated to it, the board, in effect, acts for the purpose. It sets strategy, appoints and supervises management, keeps the accounts, and ensures the foundation stays within its charter and the law.

The legal hook is short but important. The Swiss Civil Code (Zivilgesetzbuch, ZGB) does not prescribe a detailed board structure; it requires the charter to do so.

Swiss Civil Code, Art. 83 (Organisation – in general): “The foundation charter shall stipulate the foundation’s governing bodies and the manner in which it is to be administered.”

This is why governance decisions are made at the drafting stage. The deed names the board, defines its powers, and sets the rules for appointment and decision-making. The supervisory authority and the commercial register then hold the foundation to what its charter says.

It is worth separating two layers throughout this guide. The Civil Code is binding law. The Swiss Foundation Code 2021, published by SwissFoundations, is a voluntary best-practice framework, influential and widely followed by charitable foundations, but not enforceable as a statute. Where this guide cites an article number, that is binding law; where it cites a “recommendation”, that is recommended practice. For the full statutory framework, see our pillar guide to Swiss foundation law under Civil Code Articles 80–89c.

Composition and appointment

Because Article 83 hands board organisation to the charter, composition is flexible. In practice, two questions come up most often: how many members, and who must reside in Switzerland.

Board size. A board of at least three members is the established norm, and the Swiss Foundation Code 2021 recommends boards “generally consist of between five and seven, but usually at least three, people,” with an odd number ideal so that votes produce a majority. Swiss law technically permits a single-member board, but the Code rightly calls that inadvisable: a sole member provides no internal control, is unlikely to hold all the necessary skills, and leaves the foundation leaderless if absent.

The “at least three members” rule is common practice and a Foundation Code recommendation, not a requirement of the Civil Code. The statute leaves board size to the charter.

Residency. There is no nationality or residence requirement for board members in the Civil Code. The Swiss Foundation Code is explicit that “the Swiss Civil Code and Commercial Register Ordinance do not stipulate any requirements with respect to nationality or residence,” though a charter may add them. In practice, a foundation must be able to be represented by at least one person domiciled in Switzerland for registration and signatory purposes. That is why most foundations include one or more Swiss-resident board members, or appoint a Swiss-resident representative with signatory authority, rather than because board members as such must live in Switzerland.

The founder. The founder may sit on the board. Independence still matters: the other members must be able to take decisions on the merits, in the foundation’s interest, free of undue influence.

Appointment and renewal. The charter sets how members are appointed and removed. As a matter of best practice, the Foundation Code recommends terms of office of two to five years, combined with tenure or age limits and staggered renewal, so the board refreshes itself over time. A chairperson (president) leads the board, and larger foundations often add committees, for example an investment or audit committee, to spread the workload. Some foundations also appoint a foundation secretary to manage minutes, correspondence and regulatory filings, freeing board members to focus on governance.

Core duties of the foundation board

Board members are fiduciaries. Two duties sit at the centre of everything they do: a duty of care and a duty of loyalty.

• Pursue the purpose. The board’s first duty is to implement the purpose set out in the foundation deed. Strategy, spending and investment must all serve that purpose, not the interests of the founder, board members or beneficiaries personally.
• Duty of care. Members must act with the diligence of a reasonably competent person in the same position: prepare properly, attend meetings, take informed decisions, and document them.
• Duty of loyalty. Members must put the foundation’s interest first and must not use their position for personal or third-party gain.
• Avoid conflicts of interest. The Swiss Foundation Code recommends that the board adopt clear conflict-of-interest rules, and that members disclose any conflict immediately and, where necessary, abstain.
• Manage assets prudently. The board safeguards the foundation’s assets and invests them in line with the purpose, covered in detail below.

Alongside these, the board carries specific operational duties under the Civil Code. It keeps the foundation’s business ledgers (Art. 83a, applying Code of Obligations accounting rules), appoints an audit body (Revisionsstelle) where required (Art. 83b), reports to and cooperates with the supervisory authority, and must act on early warning signs of over-indebtedness (Art. 84a). The Foundation Code also recommends separating governance from operations: the board sets strategy and supervises, while executive management runs day-to-day operations. For the reporting and audit cycle in detail, see our foundation audit and reporting compliance guide.

The asset-management duty (and where investment expertise fits)

Managing the foundation’s assets is one of the board’s most consequential, and least delegable, responsibilities. The Swiss Foundation Code 2021 is direct on this point: financial management, including budgeting, asset management and financial reporting, is the board’s responsibility, and the board cannot delegate that responsibility to third parties, even if it lacks the necessary financial and investment expertise.

The board may engage banks, external asset managers and independent experts, and usually should. What it cannot do is hand over the decisions that define how the foundation’s capital is invested. The Code recommends that the board:

• determines the investment organisation and strategy and records them in investment regulations;
• keeps responsibility for asset management separate from the control of that management, so the people investing the assets are not the people checking the results;
• ensures asset management meets professional standards and is independent of the financial service providers it engages; and
• reviews performance periodically against benchmarks, costs and any investment restrictions.

All of this flows from a single principle: the assets exist to serve the foundation’s purpose, not any individual. Where a foundation holds significant capital, real estate or operating investments, getting the investment framework right is a board-level task. We explore the practical side, banking, mandates and investment strategy, in our guide to Swiss foundation wealth management and investments.

Swiss Foundation Code 2021, governance best practice

The Swiss Foundation Code 2021 is the recognised corporate governance benchmark for Swiss charitable foundations. It is voluntary, but boards that follow it generally find supervision and audit smoother. It is built on four principles, Effectiveness, Checks and balances, Transparency, and Social responsibility, and sets out 28 recommendations.

Several of those recommendations speak directly to the board:

On compensation specifically, the Code accepts both models: many Swiss charitable boards serve on an honorary basis, while remuneration is appropriate where members do not wish to work unpaid and the foundation’s funds allow it.

Liability of foundation board members

Foundation board members carry real personal exposure. Under Article 55 of the Swiss Civil Code, the governing officers of a legal entity not only bind it by their conduct but are also personally liable for their wrongful conduct. Applied to a foundation, this means board members can be liable to the foundation, with their private assets, where they culpably breach their duty of care and cause loss.

The liability is not automatic. It requires fault, a breach of the standard of care expected of someone in the role. Board members who serve in an honorary capacity may benefit from a somewhat milder standard (by analogy to the Code of Obligations), and liability claims are generally subject to a ten-year limitation period. These are well-established features of Swiss law, but how they apply turns on the facts.

In practice, the board protects itself the same way it protects the foundation: hold regular, properly minuted meetings; adopt and apply conflict-of-interest rules; ensure it has the financial expertise its asset base demands; and take qualified advice on complex or cross-border matters. The competent supervisory authority, the Federal Supervisory Authority for Foundations (ESA) for foundations operating across cantons or internationally, or the relevant cantonal authority, oversees compliance; we explain that framework in our guide to the Swiss foundation supervisory authority.

Get governance right from the outset

A well-constituted board is the difference between a foundation that runs smoothly and one that struggles with supervision, audit and liability. The decisions that matter most, board size, composition, terms, conflict rules and the investment framework, are best made when the foundation is established and written into its charter.

If you are setting up a Swiss foundation, or reviewing the governance of an existing one, our Zug-based team can help you build a board and a set of internal regulations that fit your purpose. Book a consultation or speak to a Swiss foundation lawyer.

Frequently asked questions

What is the foundation board (Stiftungsrat) of a Swiss foundation? The foundation board, or Stiftungsrat, is the supreme governing body of a Swiss foundation. It directs the foundation, holds decision-making power, and is responsible for pursuing the purpose set in the deed and complying with the charter and the law. Under Article 83 of the Swiss Civil Code, the charter stipulates the board and how the foundation is administered.

How many members must a Swiss foundation board have? The Civil Code sets no minimum. In practice, and as recommended by the Swiss Foundation Code 2021, a board has at least three members, often five to seven for larger foundations, with an odd number preferred for clear voting majorities. A single-member board is legally possible but not advisable.

Does a Swiss foundation board member have to live in Switzerland? There is no nationality or residence requirement for board members in the Civil Code. However, a foundation must be able to be represented by at least one person domiciled in Switzerland for registration and signing purposes, so most foundations include a Swiss-resident board member or appoint a Swiss-resident representative.

Can the founder sit on the foundation board? Yes. The founder may be a board member. The other members should still be able to take decisions independently and in the foundation’s interest, which is why a board of several members is preferred over founder-only control.

Are foundation board members personally liable in Switzerland? Yes. Under Article 55 of the Swiss Civil Code, board members can be personally liable to the foundation, with their private assets, for a culpable breach of their duties that causes loss. Honorary members may benefit from a milder standard, and claims are generally subject to a ten-year limitation period.

What are the main duties of a Swiss foundation board member? Board members owe a duty of care, acting with the diligence expected of a reasonably competent person in the same role, and a duty of loyalty, meaning they must put the foundation’s interest first and avoid using their position for personal gain. They must pursue the purpose set in the deed, manage assets prudently, keep proper accounts under ZGB Article 83a, cooperate with the supervisory authority, and act on early warning signs of financial difficulty under Article 84a.

Can a Swiss foundation board delegate its financial and asset-management responsibilities? The board may engage banks, asset managers and independent advisers, but it cannot delegate the underlying responsibility for financial and asset management to third parties. The Swiss Foundation Code 2021 is explicit: even where the board lacks financial expertise, responsibility for budgeting, asset management and financial reporting remains at board level. The board must set an investment strategy, keep management separate from its oversight of management, and review performance regularly.

What is the Swiss Foundation Code and is it legally binding? The Swiss Foundation Code 2021 is a voluntary governance framework published by SwissFoundations. It sets out four principles, Effectiveness, Checks and balances, Transparency, and Social responsibility, and 28 recommendations covering board composition, conflicts of interest, remuneration, asset management and reporting. It is not enforceable as statute, but it is widely followed by charitable foundations and is regarded as the benchmark for good governance by supervisory authorities and auditors.

How are Swiss foundation board members appointed and removed? Appointment and removal follow the procedure laid down in the foundation charter, since Article 83 of the Civil Code delegates board organisation to the deed. Common models include self-co-optation (the board fills its own vacancies), appointment by a specified external body, or a combination. The supervisory authority can intervene in exceptional circumstances to remove a board member if compliance requires it, but routine appointment and renewal are governed by the charter.

How long is a typical term of office for a Swiss foundation board member? The Swiss Foundation Code 2021 recommends terms of two to five years, with the possibility of renewal, combined with tenure limits or age limits and staggered renewal so that not all members turn over at once. There is no statutory term length; what matters is that the charter and, where applicable, the foundation’s organisational regulations define clear terms and renewal procedures.

Can a Swiss foundation board member be paid for their role? Yes. The Swiss Foundation Code accepts both models: many charitable foundation boards serve on an honorary (unpaid) basis, while remuneration is appropriate where members do not wish to work without pay and the foundation’s resources allow it. Any remuneration must be set at a level proportionate to the role and the foundation’s means, and must not compromise the member’s independence.

What is a conflict of interest and how should the board handle it? A conflict of interest arises when a board member has a personal, financial or professional interest that could impair their ability to act solely in the foundation’s interest, for example, a member who also supplies services to the foundation, or who is related to a grant applicant. The Swiss Foundation Code recommends that the board adopt written conflict-of-interest rules, that members disclose any conflict immediately, and that a conflicted member abstains from the relevant decision. The supervisory authority may scrutinise transactions involving board members closely.

What is the difference between the board and the audit body (Revisionsstelle)? The board (Stiftungsrat) is the supreme governing body that manages the foundation and bears legal responsibility for it. The audit body (Revisionsstelle) is the independent external auditor appointed by the board under ZGB Article 83b to examine the annual accounts. The two are deliberately separate: the Swiss Foundation Code recommends that asset management, financial reporting and the auditor function all operate independently of one another to provide genuine checks and balances.

Which supervisory authority oversees a Swiss foundation board? Foundations operating across cantonal boundaries or internationally fall under the Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, ESA). Foundations confined to a single canton report to the relevant cantonal authority. The competent authority supervises the board’s compliance with the foundation deed and the law, reviews the annual report, and can impose measures, including instructing the board, where breaches are found.

What happens when a Swiss foundation board cannot fulfil its duties? If the board cannot act, for example because of deadlock, insufficient members, or vacancy, the supervisory authority can intervene under ZGB Article 84. In serious cases it may appoint a commissioner or instruct the board, and in extremis the courts can order the foundation to be dissolved or restructured if the original purpose can no longer be achieved. Maintaining a properly constituted board is therefore a matter of legal necessity, not just good governance.

This article is general information on Swiss foundation governance and is not a substitute for formal legal advice. For guidance on your specific situation, contact our team.

Sources

• Swiss Civil Code (SR 210), consolidated English text, Federal Council / fedlex.admin.ch, Articles 80, 83, 83a–83d, 84, 84a and 55. https://www.fedlex.admin.ch/eli/cc/24/233_245_233/en (accessed 4 June 2026).
• Swiss Foundation Code 2021, SwissFoundations, four principles and 28 recommendations for foundation governance (Recommendations 5, 6, 7, 11, 13, 14, 21–22). https://www.swissfoundations.ch/publikationen/swiss-foundation-code-2021/ (accessed 4 June 2026).
• Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, ESA), esa.admin.ch. https://www.esa.admin.ch/ (accessed 4 June 2026).