Question

What needs to be taken into account if an association wishes to amend its articles of association?

Answer

An association wants to give itself a new purpose or a new name or now also wishes to gain benefactor members. Changes of this kind require an amendment to the association's articles of association.

Responsibility for any revision to the articles of association lies with the general meeting, with any change possibly requiring a qualified majority of votes. In the case of important amendments to an association's articles of association that are likely to be subject to controversial debate, it is advisable to convene an extraordinary general meeting to address this single topic. The committee provides the members with the proposed amendments together with the invitation within the period stated in the articles of association. In the case of a total revision or in instances in which major changes are to be made, it is advisable to present the amendments synoptically (the currently applicable text is presented opposite the new text).

At the (extraordinary) general meeting, the provisions to be revised are put forward for discussion individually. At the end, an overall vote is held. Changes to the association's name and its purpose must also be communicated to absent members following the (extraordinary) general meeting in the minutes. If a member is not in agreement with the change of purpose, they may declare their withdrawal from the association in accordance with Article 74 of the Swiss Civil Code (ZGB). If the association is entered in the commercial register, changes to its name and purpose must be reported. It is advisable to also inform the association's most important financial backers prior to the distribution of the next annual report.

Question

Our association is tax-exempt. We have now amended the association's purpose in our articles of association and also made further additions. Do we need to send the new articles of association to the tax authority?

Answer

Changes to an association's articles of association that include points that may have an impact on its tax-exempt status must always be notified to the tax administration. Such amendments include, in particular, the association's purpose, the unpaid work of the committee and the allocation of funds in the event of the association's liquidation. It is also important to inform the tax authority about any name changes. Enquire directly with your tax authority if you are unsure.

Question

When do resolutions of the general meeting come into force?

Answer

Resolutions passed at a general meeting shall not enter into force until after the end of the meeting, or at a later date, if so decided. Until the end of the meeting, a motion to reconsider (procedural motion) may be submitted to vote again on the matter of a resolution if there are important reasons for doing so. It is therefore not permissible, for example, for an amendment to the articles of association to enter into force immediately after its resolution at the meeting itself.