Law & Compliance

Swiss Foundation Supervisory Authority: Requirements Explained

A Swiss foundation supervisory authority is the state body that ensures a foundation uses its assets for the purpose its founder set out. Under the Swiss Civil Code (Zivilgesetzbuch, ZGB), Article 84, every classic foundation is assigned to one such authority, the Confederation, a canton or a commune, depending on the reach of its work. At federal level the regulator is the Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, ESA).

This guide explains who supervises a Swiss foundation, how federal, cantonal and communal oversight is allocated, what the authority actually checks, what you must file each year, the supervisory complaint introduced in 2024, and which foundations are exempt.

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

Key takeaways

• Every classic Swiss foundation is supervised by a state authority (ZGB Art. 84); family and ecclesiastical foundations are exempt (Art. 87).
• Supervision has three levels, federal (ESA), cantonal and communal, allocated by the foundation’s territorial scope.
• The ESA supervises foundations of national or international reach and is attached to the Federal Department of Home Affairs.
• The core mandate is simple: the foundation’s assets must serve its declared purpose.
• Supervised foundations file an annual package, audited financial statements, an activity report, the board’s approval minutes and the audit report.
• Since 1 January 2024, a defined group of people may bring a supervisory complaint against the foundation’s board (Art. 84 para 3).

Who supervises Swiss foundations? (Article 84)

The starting rule is that no Swiss foundation supervises itself. Because a foundation has no owners and no members, only a purpose and the assets dedicated to it, the law substitutes an external regulator for the shareholders a company would have. That regulator is the supervisory authority.

Swiss Civil Code, Art. 84: (1) “Foundations are supervised by the state authority (Confederation, canton, commune) to which they are assigned.” (1bis) “The cantons may subject foundations at communal level to supervision at cantonal level.” (2) “The supervisory authority must ensure that the foundation’s assets are used for their declared purpose.”

Two points follow. First, which authority applies is decided by the foundation’s scope, not by the founder’s preference, it is fixed when the foundation is registered. Second, the mandate in paragraph 2 is narrow but powerful: the authority is there to keep the assets tied to the purpose, while respecting the foundation’s autonomy to pursue that purpose as its board sees fit. Article 84 sits within the broader framework of Swiss foundation law in Civil Code Articles 80–89c, which we explain article by article in our pillar guide.

Federal ESA vs cantonal and communal supervision

Supervision is allocated by how far the foundation reaches. A foundation that operates across several cantons, nationally or internationally falls under the Confederation, that is, the ESA. A foundation whose activity is confined to a single canton is supervised by that canton’s foundation supervisory authority. A purely local foundation may be supervised at communal level, though under Article 84 para 1bis a canton may pull communal foundations up to cantonal supervision, and many have done so to concentrate expertise.

The ESA is the federal regulator. It is administratively attached to the General Secretariat of the Federal Department of Home Affairs (Eidgenössisches Departement des Innern, EDI) and supervises classic foundations of national or international scope, in practice, mostly charitable foundations. The ESA is not FINMA: FINMA regulates financial markets and institutions, whereas the ESA’s sole mandate is foundation-purpose oversight under ZGB Art. 84. As reported in early 2024, the ESA supervised some 5,281 foundations, a minority of the roughly 14,000 classic foundations in Switzerland, with the remainder under cantonal or communal supervision. Whichever level applies, the substantive duties are the same; only the addressee changes.

Supervision works hand in hand with governance. The people who answer to the authority day to day are the members of the foundation board (Stiftungsrat), whose duties and structure we set out separately.

What foundation supervision covers

The authority’s remit is wider than the one-line mandate suggests. In practice it covers:

• Use of assets. The central check: that income and capital are applied to the declared purpose, and not diverted, misused or left idle in breach of the charter.
• Governance and organisation. Where a prescribed governing body is missing or unlawfully constituted, the authority must intervene, setting a deadline, appointing the missing body or an administrator, and, in the last resort, transferring the foundation’s assets to a similar foundation (Art. 83d).
• Accounts and audit. The board appoints an external auditor (Art. 83b), and the auditor sends the authority the audit report and important communications (Art. 83c). The audit is either ordinary or limited, applying the Code of Obligations thresholds for companies by analogy. The authority may exempt a small foundation from the audit duty, on conditions set by the Federal Council in the Ordinance on the Audit of Foundations, and may conversely upgrade a limited audit to a full one where that is needed to assess the foundation’s finances reliably.
• Charter amendments. Changes to the foundation deed, including minor amendments under Article 86b, which since 2024 the authority confirms without notarisation, pass through the supervisory authority.
• Financial distress. If the foundation risks over-indebtedness or long-term insolvency, the board must draw up an interim balance sheet and the authority can require corrective measures (Art. 84a).

For the practical filing cycle that flows from these duties, see our foundation audit and reporting compliance guide. Where a charitable foundation also seeks tax exemption, supervision and the conditions for foundation tax benefits and exemption tend to be assessed in parallel.

Your reporting obligations to the authority

Supervision is exercised mainly through annual reporting. A foundation under ESA supervision submits, shortly after its financial year closes, a defined package:

1. Audited annual financial statements (Jahresrechnung), with appendices.
2. An activity report (Tätigkeitsbericht) describing what the foundation did in the reporting year.
3. The board’s approval minutes, the protocol in which the Stiftungsrat approves the accounts and the activity report.
4. The audit report, which the auditor files for foundations subject to audit.

The ESA accepts these either digitally through the federal EasyGov platform or by post on its forms. There is no single fixed statutory filing date published for all foundations; reporting opens early in the year following the financial year, and a foundation can request a deadline extension at no cost. A foundation that has been exempted from the audit duty files a lighter package, signed accounts, the activity report and confirmation of its exempt status, but still reports every year. The ESA updates its guidance on the activity report from time to time; the most recent revision applies from the 2025 financial year.

The supervisory complaint (Article 84 para 3)

A significant change took effect on 1 January 2024. For the first time, the supervisory complaint (Stiftungsaufsichtsbeschwerde) is expressly set out in statute, at Article 84 paragraph 3. Before, it was a remedy that the courts and legal writers had derived from the general supervisory duty in Article 84 paragraph 2.

The complaint lets a defined group of people ask the supervisory authority to act against decisions or omissions of the foundation’s bodies that breach the foundation deed or the law. The new provision names an exhaustive list of who may bring it:

• beneficiaries of the foundation;
• creditors of the foundation;
• the founder;
• contributors (those who endowed the foundation alongside the founder);
• former and current members of the foundation board.

A complainant must show an interest in the foundation being administered in accordance with the law and its deed. Commentators note that this catalogue is, in some respects, narrower than the position under earlier case law, for instance, the founder’s heirs and descendants are not on the list, nor are other foundation organs. If you are weighing whether a complaint is open to you, the answer now turns on whether you fall within this defined group.

If you are unsure where you stand, as a board member facing a complaint, or as a beneficiary considering one, our Zug team can assess your position. Book a consultation or speak to a Swiss foundation lawyer.

Who is exempt: family and ecclesiastical foundations (Article 87)

Not every foundation is supervised. Article 87 carves out two categories.

Swiss Civil Code, Art. 87: (1) “Family and ecclesiastical foundations are not subject to supervision, unless otherwise provided by public law.” (1bis) “They are exempt from the duty to appoint external auditors.” (2) “Private law disputes are decided by the courts.”

A family foundation (Familienstiftung) and an ecclesiastical foundation therefore sit outside the supervisory system and outside the mandatory-audit regime, and disputes about them are settled by the civil courts rather than by a regulator. This lighter footprint is part of why a family foundation can be run with greater privacy and no public-facing supervisory file.

The exemption comes with a firm trade-off. A family foundation may only serve the narrow purposes the law allows under Article 335 ZGB, broadly, meeting the costs of upbringing, education, support or similar family needs, and not the open-ended maintenance of relatives. We unpack those limits in our explainer on Civil Code Article 335 and family foundation rules. In short: less supervision, but a tighter cage around what the foundation may do.

Frequently asked questions

Who supervises foundations in Switzerland? Each classic Swiss foundation is supervised by the state authority, the Confederation, a canton or a commune, to which it is assigned under Article 84 of the Swiss Civil Code. Foundations of national or international reach fall under the Federal Supervisory Authority for Foundations (ESA); foundations confined to one canton are supervised cantonally.

What is the ESA? The ESA (Eidgenössische Stiftungsaufsicht) is the Federal Supervisory Authority for Foundations. It is attached to the Federal Department of Home Affairs and supervises classic foundations operating across cantons, nationally or internationally, predominantly charitable foundations. Its core task is to ensure each foundation’s assets are used for its declared purpose.

Is my foundation under federal or cantonal supervision? It depends on scope. A foundation active across several cantons, nationally or internationally is supervised federally by the ESA; a foundation whose activity is confined to one canton is supervised by that canton’s authority. Purely local foundations may be supervised communally, unless the canton has assumed the role.

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 need not appoint external auditors; their disputes are decided by the courts. In exchange, a family foundation is limited to the narrow purposes permitted by Article 335.

What must a Swiss foundation report to the supervisory authority each year? A supervised foundation files audited annual financial statements, an activity report, the board’s approval minutes and, where it is subject to audit, the audit report, shortly after its financial year closes. The ESA accepts these digitally via EasyGov or on paper forms, and extensions can be requested.

Can I file a complaint against a foundation board? Since 1 January 2024, a defined group, beneficiaries, creditors, the founder, contributors, and former or current board members, may bring a supervisory complaint under Article 84 paragraph 3 against acts or omissions of the foundation’s bodies that breach the deed or the law, provided they show an interest in lawful administration.

Is the ESA the same as FINMA? No. The ESA (Eidgenössische Stiftungsaufsicht) oversees classic foundations under ZGB Article 84 and ensures their assets are used for their declared purpose. FINMA is the Swiss Financial Market Supervisory Authority and regulates banks, insurers and other financial-market participants. The two authorities have completely separate mandates and legal bases.

How is the ESA organised within the federal administration? The ESA is administratively attached to the General Secretariat of the Federal Department of Home Affairs (Eidgenössisches Departement des Innern, EDI). It operates as a specialist unit within the federal administration rather than as an independent regulatory body like FINMA. As of early 2024 it supervised approximately 5,281 foundations.

Can a canton lift communal foundations to cantonal supervision? Yes. Article 84 paragraph 1bis expressly allows a canton to subject foundations that would otherwise fall under communal supervision to cantonal supervision instead. Many cantons have exercised this power in order to concentrate foundation-law expertise at cantonal level, so purely local foundations in those cantons are in practice supervised cantonally.

What happens if a foundation’s governing body is missing or improperly constituted? The supervisory authority must intervene under Article 83d of the Swiss Civil Code. It may set a deadline for the foundation to remedy the situation, appoint the missing body or an administrator, and, as a last resort, order the transfer of the foundation’s assets to another foundation with a similar purpose.

What triggers a foundation supervisory authority to upgrade an audit from limited to ordinary? The authority may require an ordinary (full) audit where a limited audit is insufficient to assess the foundation’s financial situation reliably. This power exists alongside the authority’s complementary power to exempt a small foundation from the audit duty altogether; both are governed by the Ordinance on the Audit of Foundations made under Article 83b of the Swiss Civil Code.

Can a foundation’s deed be amended without a notary since 2024? Minor amendments under Article 86b of the Swiss Civil Code may now be confirmed by the supervisory authority directly, without notarisation, since the foundation-law reform that entered into force on 1 January 2024. More significant amendments to the foundation deed still require a notarial deed and registration with the commercial register.

Are heirs of the founder entitled to bring a supervisory complaint? No. The exhaustive list in Article 84 paragraph 3, beneficiaries, creditors, the founder, contributors, and former or current board members, does not include the founder’s heirs or descendants. Legal commentators have noted this as a deliberate, if narrow, limit: heirs who are not themselves beneficiaries or board members cannot use the complaint mechanism.

How do I submit annual reports to the ESA? The ESA accepts annual reporting packages either digitally through the federal EasyGov platform or by post on official forms. There is no single fixed statutory filing deadline for all foundations; reporting opens early in the year following the financial year, and a foundation may request a deadline extension at no cost. Foundations exempt from audit still file annually, but submit a lighter package.

This article is general information on Swiss foundation supervision 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 text, Federal Council / fedlex.admin.ch, Articles 80–89c (esp. Art. 83b–84a, 87). Accessed 4 June 2026. https://www.fedlex.admin.ch/eli/cc/24/233_245_233/en
• Art. 84 CC, Onlinekommentar (commentary on supervision and the Art. 84 para 3 supervisory complaint). Accessed 4 June 2026. https://onlinekommentar.ch/en/kommentare/zgb84
• Art. 87 CC, Onlinekommentar (family and ecclesiastical foundations). Accessed 4 June 2026. https://onlinekommentar.ch/en/kommentare/zgb87
• Federal Supervisory Authority for Foundations (ESA / Eidgenössische Stiftungsaufsicht), mandate, scope and annual reporting. Accessed 4 June 2026. https://www.esa.admin.ch/de
• The statutory foundation supervisory complaint (Art. 84 para 3, in force 1 January 2024), MME. Accessed 4 June 2026. https://www.mme.ch/en/magazine/articles/statutory-foundation-supervisory-complaint
• Swiss Foundation Code 2021, SwissFoundations, voluntary governance benchmark. Accessed 4 June 2026. https://www.swissfoundations.ch/publikationen/swiss-foundation-code-2021/