Room for manoeuvre for associations

Room for manoeuvre for associations

"I'm thinking of setting up a not-for-profit association in Switzerland and I'd like to know whether it could have French members, as well as the possibility of organising events on French soil. What is the situation?"

Damien, Geneva

An association is a group of people who organise themselves in order to collectively achieve a common and specific ideal goal. In Switzerland, this legal vehicle is governed by articles 60 to 79 of the Civil Code.

By definition, an association must be non-profit-making and may not be set up for the direct economic benefit of its members. This does not prevent it from carrying on commercial activities and making profits, as long as these are reinvested in the association in order to achieve the ideal goal pursued and are not simply distributed among the association's members.

An association acquires legal personality as soon as it expresses in its articles of association the desire to be organised corporately. The law gives associations a great deal of freedom in drafting their articles of association, as long as they contain the provisions necessary for the organisation of the association, in particular the rights and obligations of its members. As the law is fairly brief on the question of acquiring membership, there is no legal impediment to a foreigner becoming a member of an association. It should be noted that not only natural persons, but also legal entities or groups of persons can be members of an association. Therefore, if your association's articles of association do not contain any restrictions in this respect, French members are perfectly welcome to join.

It is interesting to note that an association may, in principle, accept new members at any time, in accordance with Article 70 CC. However, this provision is of a dispositive nature, which means that the association's articles of association may, for example, stipulate a maximum number of members or the fact that new members will no longer be accepted once a certain date or event has occurred.

As the law does not specify how a person becomes a member of an association, membership is acquired in principle either by participating in the formation of the association or by joining at a later date.

Finally, with regard to the organisation of an event on French soil, if the Articles of Association do not rule out the holding of activities outside Swiss territory, there is no a priori contraindication, provided that the event falls within the scope of the association's purpose and of course complies with French legal provisions, as the law does not tolerate a social purpose that is illicit or contrary to public morality.