Law & Compliance

Swiss Foundation Law: Civil Code Articles 80–89c Explained

Swiss foundation law is set out in the Swiss Civil Code (Zivilgesetzbuch, ZGB), Articles 80–89c. Under Article 80, a foundation is established by dedicating assets to a particular purpose, creating an autonomous legal entity that has no owners and no members, only a purpose and the assets committed to it. These nineteen articles are the legal backbone of every Swiss foundation, whether charitable, family, corporate or occupational-pension.

This guide explains each article in turn, grouped by what it does: formation, governance and audit, supervision, modification, dissolution, and the special rules for family and pension foundations. Every reference below is to the consolidated federal text on fedlex.admin.ch.

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

Key takeaways

• Swiss foundations are governed by the Swiss Civil Code (ZGB), Articles 80–89c.
• Article 80, a foundation is established by the endowment of assets for a particular purpose.
• Article 81, formation by public deed or testamentary disposition, with entry in the commercial register.
• Articles 83–83c, governing bodies, bookkeeping and external auditors.
• Article 84, supervision by the competent state authority; at federal level this is the Federal Supervisory Authority for Foundations (ESA).
• Articles 87–89, family and ecclesiastical foundations are exempt from supervision, and the rules for dissolution.

Where Swiss foundation law lives: the Civil Code

The general law of foundations sits in Chapter Three of the Persons section of the ZGB, Articles 80 to 89c. These provisions govern how a foundation is formed, organised, supervised, modified and wound up. Two neighbours complete the picture: Article 335 ZGB sets the specific limits on Familienstiftungen (family foundations), and the Code of Obligations (CO) supplies the bookkeeping and auditing rules that the foundation articles import by reference.

It is worth separating hard law from guidance. The Civil Code is binding. The Swiss Foundation Code 2021, published by SwissFoundations, is not a statute. It is a voluntary best-practice framework built on four principles (Effectiveness, Checks and Balances, Transparency, and Social Responsibility) and 28 recommendations, widely followed by charitable foundations but not enforceable as law. When this guide cites an article number, that is binding law; when it cites the Foundation Code, that is recommended practice.

For the broader practical context, types, costs and the setup process, see our complete guide to Swiss foundations.

Articles 80–89c at a glance

Formation: Articles 80–82

Article 80, dedication of assets to a purpose

Formation begins with a single legal act: the founder irrevocably commits assets to a defined purpose, creating what Swiss federal law terms an irrevocable dedication of assets. There are no shareholders and no members, the purpose itself is, in effect, what the foundation serves.

Swiss Civil Code, Art. 80: “A foundation is established by the endowment of assets for a particular purpose.”

The purpose must be lawful and clearly stated, because it governs everything that follows: how the foundation is administered, whether its objects can later be changed, and which authority supervises it. Swiss law sets no fixed minimum capital in the Civil Code, but the assets must be sufficient to pursue the stated purpose.

Article 81, public deed or will, then the register

A foundation can be created in one of two ways: by public deed during the founder’s lifetime, or by testamentary disposition (a will). The public deed takes the form of a foundation deed (Stiftungsurkunde), a notarised instrument that sets out the foundation’s purpose, its initial assets, and its governing structure. It is then entered in the commercial register on the basis of its charter and any directions from the supervisory authority, and the entry must name the members of the Stiftungsrat (foundation board, or board of trustees). Where a foundation is created by will, the probate authority informs the commercial registrar. Registration is what confers separate legal personality.

Article 82, challenge by heirs or creditors

Because a foundation removes assets from the founder’s estate, the law protects those with a prior claim. Under Article 82, a foundation may be challenged by the founder’s heirs or creditors in the same way as a gift, for example where it impairs statutory inheritance shares or defrauds creditors.

Governance and audit: Articles 83–83c

Article 83, governing bodies and administration

Article 83 requires the foundation charter to stipulate the foundation’s governing bodies and the manner in which it is to be administered. In practice the central body is the foundation board (Stiftungsrat), which holds decision-making power and bears responsibility for compliance with the charter and the law. We cover its composition and obligations in detail in our guide to Swiss foundation board duties and governance.

Article 83a, bookkeeping

Under Article 83a, the supreme governing body must keep the foundation’s business ledgers, and the Code of Obligations rules on commercial bookkeeping and accounting apply mutatis mutandis (with the necessary adjustments). A foundation is therefore held to the same accounting discipline as a commercial company.

Articles 83b and 83c, external auditors

The board of trustees appoints external auditors (Art. 83b). The supervisory authority may exempt a foundation from this duty under conditions set by the Federal Council, typically for smaller foundations. Where a limited audit is required, the authority may upgrade it to a full audit if that is necessary to assess the foundation’s financial situation reliably. Article 83c then closes the loop: the auditors must give the supervisory authority a copy of the audit report and all important communications with the foundation. For the practical reporting cycle, see our foundation audit and reporting compliance guide.

Supervision: Articles 83d, 84 and 84a

Article 83d, organisational defects

If the planned organisation proves inadequate, or a prescribed governing body is missing or not lawfully constituted, the supervisory authority must take the necessary measures. It may set a deadline to restore the lawful situation, appoint the missing body or an administrator, and, where the foundation cannot organise itself effectively, transfer its assets to another foundation with objects as similar as possible. The foundation bears the cost of these measures.

Article 84, who supervises foundations

Swiss Civil Code, Art. 84(1)–(2): Foundations are supervised by the state authority (Confederation, canton, commune) to which they are assigned, which “must ensure that the foundation’s assets are used for their declared purpose.”

Which authority applies depends on reach. Foundations active across several cantons, nationally or internationally fall under federal supervision, the Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, ESA). Foundations confined to one canton are supervised at cantonal level. We explain this allocation in our guide to the Swiss foundation supervisory authority.

Article 84a, over-indebtedness and insolvency

Article 84a imposes early-warning duties. Where there are grounds for concern that the foundation is over-indebted or will no longer be able to meet its obligations in the longer term, the board must draw up an interim balance sheet at liquidation values and submit it to the auditors (or, if there are none, to the supervisory authority). The authority then directs the board to take the necessary measures and, if needed, takes legal enforcement measures itself, applying company-law rules on compulsory dissolution by analogy.

Modifying a foundation: Articles 85–86b

A foundation is meant to be durable, so the law makes change deliberately difficult. Articles 85–86b set out the limited routes.

Article 85, reorganisation

At the request of the supervisory authority and after hearing the board, the competent federal or cantonal authority may modify the foundation’s organisation where this is urgently required to preserve its assets or safeguard the pursuit of its objects.

Articles 86 and 86a, amending the objects

Changing the purpose is harder still. Under Article 86, the competent authority may amend the objects only where they have altered in significance or effect to such an extent that the foundation has plainly become estranged from the founder’s intentions. Article 86a adds a separate route: if the charter expressly reserves the right, the founder may request an amendment of the objects, but only once at least ten years have elapsed since establishment or since the last such amendment. Where the foundation pursues public or charitable objects, any new objects must likewise be public or charitable, a safeguard that matters for foundation tax benefits and exemption.

Article 86b, minor amendments

Finally, after hearing the board, the supervisory authority may make minor amendments to the charter where these are objectively justified and do not impair any third party’s rights.

Family and ecclesiastical foundations: Article 87

Article 87 carves out two categories. Family foundations (Familienstiftungen) and ecclesiastical foundations are not subject to supervision unless public law provides otherwise, and they are exempt from the duty to appoint external auditors. Private-law disputes concerning them are decided by the courts rather than by a supervisory authority. This lighter oversight comes with a trade-off: family foundations face strict substantive limits under Article 335 ZGB on the purposes they may serve. We unpack those limits in our explainer on Civil Code Article 335 and family foundation rules.

Dissolution: Articles 88–89

Article 88, dissolution by the authority

The competent federal or cantonal authority dissolves a foundation, on application or of its own accord, if its objects have become unattainable and cannot be salvaged by modifying the charter, or if its objects have become unlawful or immoral. Family and ecclesiastical foundations are dissolved by court order instead.

Article 89, who may apply, and deletion from the register

Any interested party may file an application or bring an action for the dissolution of a foundation. Once dissolution is ordered, it must be reported to the commercial registrar so that the entry can be deleted. For the procedural steps and what happens to the assets, see our guide on how to dissolve a Swiss foundation.

Special case: employee benefit (pension) foundations, Articles 89a–89c

Articles 89a–89c add provisions for occupational benefit (pension) foundations established under Article 331 of the Code of Obligations. These are not wealth-planning vehicles; they are the legal form used for company pension schemes. The governing bodies must give beneficiaries the necessary information about the foundation’s organisation, activities and assets; employees who contribute are entitled to participate in administration in proportion to their contributions; and beneficiaries may sue for benefits to which they are entitled. For pension foundations subject to the Vested Benefits Act, large parts of the Occupational Pension Act (OPA/BVG) apply, and Article 89c allocates supervisory jurisdiction to the relevant canton. If your interest is family or charitable foundations, Articles 89a–89c will rarely concern you.

The regulator: the Federal Supervisory Authority for Foundations (ESA)

The ESA is the federal regulator named throughout this framework. It supervises classical foundations operating across cantons, nationally or internationally, predominantly charitable foundations, and is administratively attached to the General Secretariat of the Federal Department of Home Affairs (EDI). Its core mandate flows directly from Article 84: ensure that a foundation’s assets are used for its declared purpose. It intervenes where the board breaches the charter or the law, where organisational defects arise (Art. 83d), or where the foundation faces insolvency (Art. 84a), while respecting the foundation’s autonomy.

Alongside this hard-law supervision, the Swiss Foundation Code 2021 offers the recognised governance benchmark. It is voluntary, but boards that follow its four principles, Effectiveness, Checks and Balances, Transparency, and Social Responsibility, generally find supervision and audit smoother.

How this framework shapes setting up a foundation

Read together, Articles 80–89c describe a clear lifecycle: a founder dedicates assets to a lawful purpose (Art. 80), formalises this by deed or will and registers the foundation (Art. 81), appoints a board and keeps proper accounts and audits (Art. 83–83c), operates under supervision (Art. 84), and may only modify or dissolve the foundation within narrow limits (Art. 85–89). Getting the charter and purpose right at the outset is what makes the rest of the lifecycle straightforward.

If you are considering a Swiss foundation and want this framework applied to your situation, our Zug-based team can guide you from purpose to registration and beyond. Book a consultation or speak to a Swiss foundation lawyer.

Frequently asked questions

What law governs foundations in Switzerland? Swiss foundations are governed by the Swiss Civil Code (ZGB), Articles 80–89c. Family foundations are additionally subject to Article 335, and the Code of Obligations supplies the accounting and auditing rules referenced in Articles 83a–83b.

What does Article 80 of the Swiss Civil Code say? Article 80 states that a foundation is established by the endowment of assets for a particular purpose. This single act of dedication creates an autonomous legal entity with no owners or members, only a purpose and the assets committed to it.

Who supervises Swiss foundations? Foundations are supervised by the state authority (federal, cantonal or communal) to which they are assigned (Art. 84). Foundations operating across cantons or internationally fall under the Federal Supervisory Authority for Foundations (ESA); foundations within one canton are supervised cantonally.

Are family foundations supervised in Switzerland? No. Under Article 87, family and ecclesiastical foundations are not subject to supervision unless public law provides otherwise, and they need not appoint external auditors. Private-law disputes are decided by the courts.

Can a Swiss foundation’s purpose be changed? Only within narrow limits. The competent authority may amend the objects where the foundation has become estranged from the founder’s intentions (Art. 86), or at the founder’s reserved request after at least ten years (Art. 86a). Charitable objects must remain charitable.

How is a Swiss foundation dissolved? Under Article 88, the competent authority dissolves a foundation if its objects become unattainable (and cannot be saved by amending the charter) or unlawful. Any interested party may apply (Art. 89), and the dissolution is reported to the commercial registrar for deletion.

What is the difference between the ESA and FINMA for Swiss foundations? The Federal Supervisory Authority for Foundations (ESA) supervises classical charitable and family foundations under Art. 84 ZGB to ensure their assets serve their declared purpose. FINMA is a separate authority that regulates banks, insurance companies and collective investment schemes. A standard Swiss foundation does not fall under FINMA supervision; only if a foundation operates as a licensed financial intermediary would FINMA rules apply.

What is a foundation deed (Stiftungsurkunde) and what must it contain? A foundation deed is the notarised instrument required by Art. 81 ZGB to create a foundation by act inter vivos. It must identify the founder, state the dedicated assets, define the purpose with sufficient precision, and set out the governing structure (at minimum the composition and powers of the foundation board). Once filed with the commercial register, the foundation acquires separate legal personality.

Does the Swiss Civil Code set a minimum capital for a foundation? No minimum is specified in the Civil Code itself. In practice, the ESA and cantonal registers expect the assets to be genuinely sufficient to pursue the stated purpose. A purely nominal endowment may lead the registrar to refuse registration; foundations with public-benefit purposes typically start with CHF 50,000 or more, though no statutory floor exists.

Can a founder retain control over a Swiss foundation after establishing it? Not generally. The dedication under Art. 80 is irrevocable: assets leave the founder’s estate and the foundation becomes their owner. A founder may, however, reserve a right to amend the objects after at least ten years by including an express clause under Art. 86a. Beyond that reservation, any board seat the founder holds is a governance role governed by the charter and fiduciary duties, it does not restore personal ownership.

What accounting and audit obligations apply under Art. 83a–83c? Under Art. 83a, the board must keep proper business ledgers following the Code of Obligations accounting rules. Art. 83b requires appointment of external auditors, though the ESA may grant exemption to smaller foundations. Where only a limited audit is required, the ESA may upgrade it to a full audit. The auditors must transmit their report and key communications to the supervisory authority under Art. 83c.

What happens if a Swiss foundation becomes over-indebted? Art. 84a imposes an early-warning duty: the board must prepare an interim balance sheet at liquidation values and submit it to the auditors or, absent auditors, to the supervisory authority. The authority then directs remedial measures and, if needed, takes enforcement action applying company-law insolvency rules by analogy. Dormant or empty foundations with no real assets may be dissolved as a consequence.

Are Articles 89a–89c relevant to a private or charitable foundation? No. Articles 89a–89c apply exclusively to occupational benefit (pension) foundations established under Art. 331 of the Code of Obligations, essentially company pension schemes. They introduce specific rules on beneficiary information, employee participation in administration and entitlement to benefits. For private, charitable or family foundations, these provisions are irrelevant.

Is Article 84b still in force? No. Article 84b was repealed and is no longer in force. The consolidated ZGB text on fedlex.admin.ch reflects this; any reference to Art. 84b in older commentary should be disregarded.

This article is general information on Swiss foundation law 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 80–89c. https://www.fedlex.admin.ch/eli/cc/24/233_245_233/en
• Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, ESA), esa.admin.ch. https://www.esa.admin.ch/
• Swiss Foundation Code 2021, SwissFoundations, principles and recommendations for foundation governance. https://www.swissfoundations.ch/publikationen/swiss-foundation-code-2021/