Commercial register
Associations whose purpose implies an engagement in commercial activities or who are subject to the audit requirement are obliged to register in the commercial register (CR). These associations are also subject to the obligation to keep accounting records.
The entry into the CR shall be made at the place of the association’s registered office.
Further information on important aspects of this sub-topic can be found at the bottom of this page.
A business that offers services or goods against payment. A commercial business has an economic purpose; it serves to generate a profit. Associations may engage in commercial activities or run a business; however, the generation of profit shall not be their main purpose.
According to Article 934/I CO, a commercial business is a trading, manufacturing or other type of business run on commercial lines. Any independent activity carried out for profit (Commercial Register Ordinance 52 / III) is considered a commercial business. Associations typically engage in commercial activities such as running residential homes, hospitals or schools. They may also offer other services such as running libraries, museums etc. Associations may engage in commercial activities to perform their ethical purpose. The occasional stall sale for fundraising purposes or the sale of tickets for events does not constitute a commercial activity; however, operating a restaurant on the premises of a sports club does.
As of 1.1.2023, associations with cash flows from or to abroad are subject to the Anti-Money Laundering Act. This means: 1. The associations must be entered into the Commercial Register (change of the Commercial Register Ordinance of 17 October 2007): Article 90(1c) of the Commercial Register Ordinance: According to Article 61(2) of the Swiss Civil Code 9, the association is obligated to register in the Commercial Register, if: a. its purpose is to operate a business conducted in a commercial manner; b. subject to auditing; or c. mainly collects or distributes assets abroad, directly or indirectly, that are intended for charitable, religious, cultural, educational or social purposes, and no exception pursuant to paragraph 2 applies. Associations according to paragraph 1 letter c are exempt from the obligation to register, if: a. neither the value of the assets gathered nor the assets distributed exceed CHF 100,000; and b. the distribution of the assets is carried out through a financial intermediary in accordance with the Anti-Money Laundering Act of 10 October 1997; and c. at least one of the representatives of the association is an authorised person with their residence within Switzerland. 2. The basic due diligence and obligation to register the company must be followed, in particular, the contracting partners must be identified and the beneficial owners of the assets contributed must be identified. For associations, this means that lists of members and donors must be kept.
Associations whose purpose implies an engagement in commercial activities or who are subject to the audit requirement are obliged to register in the commercial register and are subject to the obligation to keep accounting records. Decisive for the entry is the seat of the association. As the commercial registry offices are managed by the cantons, registration takes place in accordance with the regulations of the cantonal commercial registry offices.
In Switzerland, only associations that engage in commercial activities or are subject to audit requirements must be registered: commercial register. The setting up of an association is legally valid as soon as written articles of association are available and the governing bodies have been elected.
Question
We recently formed a leisure association. The articles of association for the new association are already in place. Where exactly does a charitable association have to be registered?
Answer
Generally speaking, associations are not subject to a registration obligation in Switzerland. An association becomes legitimate as soon as written articles of association and founding minutes are available.
Some cantons require associations to register with the tax authorities (regardless of whether they need to pay taxes or fall below the applicable exemption limit). At present, these are the cantons of Bern and Lucerne. Information about this can be found on the website of the cantonal tax authorities.
Associations can be entered in the respective canton's commercial register on a voluntary basis. An entry is mandatory if an association conducts business activities in a commercial manner in order to fulfil its purpose and if it is subject to auditing. In order to make its offering known to potential users, it should, of course, inform the municipalities and specialist bodies in its catchment area accordingly.