Creation of an association

What is an association

An association is a structure in which individuals (at least two) pool their resources, skills, and means to pursue a common objective. It has a legal status and is governed by Articles 60 and following of the Swiss Civil Code. Associations serve as a platform for civic engagement, where members come together to work towards shared ideological goals, investing their time and efforts to achieve these aims.

An association has members who meet in a general meeting, an executive body (often called a committee) and an auditing body.

The steps involved in setting up an association

We recommend starting the association with a strong membership base, even though the law allows for its creation with just two people. Since an association demands significant energy and commitment from the outset, it’s advisable to gather an initial group of individuals who can help the association grow.

A checklist outlining these steps is available at the end of this guide.

Articles of association

The articles of association form the legal foundation of an association. Everything outlined in them must be followed in order for the association to remain compliant with the rules. Anything not explicitly covered is open to interpretation. For this reason, we recommend that the articles of association are as thorough and detailed as possible, with a long-term outlook in mind.

Moreover, drafting the articles of association is a crucial step in the early planning stages of setting up an association. This planning is essential for the founding members, as it helps them to consider the overall structure, membership, activities, and the achievement of the association’s original goals. For this reason, we recommend approaching this process collectively. When all members and future stakeholders are involved in its creation, they will feel a stronger sense of ownership.

We offer assistance with drafting articles of association. Several of our members are lawyers and can help verify the legal implications. You can also download our model articles of association online to guide you through the drafting process.

The articles of association are adopted at the inaugural general meeting and must be included in the minutes of that meeting. Once the inaugural general meeting has taken place and the executive body has been elected, the articles of association must be signed by that body, along with the minutes. Additionally, the minutes and articles of association should list the names and positions of the members of the ‘Committee’ (or whatever name is used for the executive body), along with their individual signatures.

Inaugural general meeting

Creating an association requires holding an inaugural general meeting, which will mark its formal establishment. For this meeting, the articles of association should already be drafted so they can be approved and adopted. Please also ensure that the minutes of this general meeting are signed, in addition to the articles of association.

The following items must appear on the agenda of the Inaugural General meeting:

  • Approval of the agenda;

  • Adoption of the statutes;

  • Election of the Committee;

  • Determination of the amount of the membership fee;

  • Election of the auditors.

Minutes

The minutes must include the agenda, a list of attendees, and the date, location, and time of the meeting.
The agenda should be approved at the start of the meeting. All decisions must be recorded in the minutes, along with the method of decision-making (whether by consensus or vote, including the number of votes cast).

Lyoxa provides a template for minutes of the founding General Assembly (in French).

Cash flow and bank account

We invite you to review our ‘Association cash management‘ guide for advice on operational management.

Not all associations have the same banking needs, as these depend on their resources and activities. Whatever payment solutions you choose, keep in mind that they may need to evolve as the association grows. Several banks offer associations the option to open accounts with reduced fees and multiple cards.

The administrative procedures at PostFinance are the easiest, although it should be noted that the fees here can be higher.

To open an account, simply visit the website of your chosen bank and follow the online procedure, or visit a branch in person.

Please note that to open a postal account, you will need to provide the surname, first name, date of birth, nationality, and signature of all individuals with power of attorney (up to a maximum of three). These individuals may have either a collective signature (meaning a document must be signed by all three to be valid) or an individual signature (where a single signature is sufficient). Additionally, the association must have adopted articles of association at the inaugural general meeting, along with the minutes of that meeting. Both documents must include the names, positions, and signatures of the individuals with power of attorney to validate their authority.

It is possible to obtain a debit card in addition to the E-Finance access cards. This can be requested when opening the account or later by phone. When opening an association account, two access cards and one debit card are included. Any additional cards will incur a fee.

For accounting purposes, you can also order payment slips with the account details.

Postal address of the association

To have a postal address, the association must be officially created. The forwarding address is typically outlined in the association’s articles of association. The personal addresses of the chairperson or treasurer are often used for this purpose. The forwarding address must be registered to a member of the association’s committee. For more information on this, you can consult the Swiss Post website.

When making the application, you must provide the signed and adopted articles of association, minutes confirming that the person being designated is a member of the board, and present your identity card.

Association email address

An association account can be created to gain free access to Google services. While the process is lengthy, it is feasible. You can create an email address with @your_association using Gmail by setting up a GSuite account. We also have a contact who is an IT specialist and can assist with setting up and maintaining Google email addresses.

Register of associations

There is no official register of associations in the canton of Geneva.

Registration in the commercial register is only required for certain specific criteria (explained in the following section). This should not be confused with a register of associations.

The Fondation Ethique et Valeurs (Ethique et Valeurs Foundation) has created an alternative register of associations on its ‘A nous de jouer’ platform, where you can create a profile for your association.

Criteria for mandatory registration in the Commercial Register

The following criteria make registration in the Commercial Register mandatory:

1. Engaging in a commercial activity

The association fulfils its statutory purpose by engaging in stable and structured economic activities, such as regularly selling services or goods (e.g., workshops, services, products, etc.).

Please note: This criterion is qualitative and does not rely solely on turnover. An association may have significant turnover without its activities being considered ‘commercial in nature,’ and vice versa.

2. Submission to the ordinary audit of accounts (art. 69b CC)

An association becomes subject to mandatory audit if, for at least two consecutive financial years, it exceeds at least two of the following three thresholds:

  • Balance sheet: CHF 10 million
  • Turnover: CHF 20 million
  • Workforce: 50 FTE (full-time equivalent positions, annual average)

3. Collection or distribution of funds abroad

If the association primarily collects or distributes funds abroad for charitable, educational, religious, social or cultural purposes, registration in the Commercial Register is also mandatory (art. 61 al. 2 ch. 3 CC), in connection with anti-money laundering standards. Exemptions may exist for this last criterion, under certain very specific conditions (art. 90 al. 2 ORC).

Checklist – Setting up an association

Preparation

  • Define a common ideological aim (shared by at least two people).
  • Put together a founding group (More than two people is recommended in order to share the load).

Drafting and adoption of the articles of association

  • Draft the association’s articles of association with clear and comprehensive content. Feel free to use the template provided by Lyoxa!
    • Include mandatory information, such as the association’s purpose, governing bodies, members, general meeting, committee, finances.
  • Prepare the documents for the inaugural general meeting.

Inaugural general meeting

  • Set the date, time and place of the inaugural general meeting.
  • Draw up the mandatory agenda (adoption of the agenda, adoption of the articles of association, election of the committee, setting of membership fees, election of the auditing body).
  • Hold the inaugural general meeting and draw up the minutes.
  • Have the minutes and articles of association signed by the persons elected to the committee.

Incorporation documents

  • Keep the signed articles of association.
  • Keep the signed minutes.
  • Clearly indicate the names, positions and signatures of the committee members.

Practical organisation

  • Set an official postal address, which can be that of a committee member or a forwarding address.
  • Create an email address for the association.

Cash flow and bank account

  • Choose a bank that suits your needs.
  • Prepare the necessary documents: articles of association, minutes, identities and signatures of persons with power of attorney.
  • Determine whether signatures are collective or individual.
  • Order payment methods (cards, payment slips, etc.).

Obligations and register

  • Check whether the association needs to be entered in the Commercial Register.
    • Even if this is not required, consider registering with an alternative registry (e.g. the ‘À nous de jouer’ platform).

Development

  • Recruit new members.
  • Carry out activities in accordance with the articles of association.
  • Take care of administrative and financial matters (minutes, membership fees, accounting).