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posted 2 hours ago
Last reviewed: 15 June 2026
Swiss foundation law treats a foundation’s purpose as near-sacrosanct, yet circumstances change, and a purpose drafted decades ago may no longer serve the founder’s original vision or the public interest. If you need to understand how to change foundation purpose in Switzerland, the answer starts with Article 86a of the Swiss Civil Code (CC), the primary statutory gateway for a founder-requested amendment. Since the post-2024 revisions to supervisory practice and the growing centralisation of oversight competence, the procedural landscape has shifted meaningfully. This guide walks board members, founders and advising counsel through the exact legal basis, the step-by-step approval process, required documentation, and the situations where a foundation merger or dissolution may be the more prudent alternative.
A downloadable PDF checklist accompanies this article for those who need a portable compliance reference.
The central provision governing a founder’s right to request a change of purpose is Article 86a CC, introduced as part of the broader Swiss foundation law reform. This article permits the founder, or, in certain cases, the founder’s heirs, to apply to the competent supervisory authority for an amendment to the foundation’s purpose, provided specific conditions are satisfied.
Article 86a CC provides that the founder may reserve the right to amend the purpose of the foundation in the foundation charter. That reservation must be expressly stated in the charter at the time of establishment. If reserved, the founder may request a change of purpose from the competent supervisory authority. The supervisory authority approves the change only if it is justified by the founder’s intent and does not infringe on the rights of beneficiaries or the public interest.
This provision applies to classic foundations governed by Articles 80–89bis CC. Ecclesiastical and family foundations are subject to narrower rules, and corporate-law entities structured as foundations (such as pension fund foundations under the BVG) follow their own regulatory regimes. In practice, charitable foundations, the dominant form in Swiss foundation life, are the principal users of Article 86a CC.
Yes, but only in limited circumstances. The Swiss Foundation Code, published by SwissFoundations, reinforces a presumption of permanence: a foundation’s purpose should remain stable unless compelling reasons support a change. Where the founder has reserved the right in the charter, Article 86a CC provides the procedural route. Where no such reservation exists, purpose changes fall under the narrower regime of Article 86 CC, which requires the supervisory authority to find that the original purpose has acquired an entirely different significance or effect, rendering it manifestly contrary to the founder’s intent.
Industry observers note that in practice, supervisory authorities treat Article 86a requests with caution rather than hostility. They are approved where the application is well-documented, consistent with the founder’s original vision, and accompanied by evidence that beneficiary interests are protected.
One of the most common misunderstandings in Swiss foundation governance is the assumption that the foundation board can unilaterally alter the purpose. It cannot. The roles are distinct and interlocking.
The founder (or the founder’s authorised representative) is the person entitled to submit the change request under Article 86a CC, provided the right was reserved in the charter. Only the founder, not the board, holds this statutory entitlement.
The foundation board has no independent power to amend the purpose. Its role is administrative and fiduciary: it prepares the documentation, passes a supporting board resolution, notifies the auditor, and liaises with the supervisory authority. The board is also responsible for assessing whether the proposed change is consistent with its own fiduciary obligations and for flagging any conflicts of interest.
The supervisory authority holds the decisive role. It reviews the application, assesses consistency with the founder’s intent, evaluates the impact on beneficiaries, and issues the formal approval, or refusal.
Which supervisory authority has jurisdiction depends on the foundation’s geographic scope and purpose. The Federal Supervisory Authority for Foundations (Eidgenössische Stiftungsaufsicht, or ESA) supervises foundations with a national or international scope. Cantonal or municipal supervisory authorities, such as the BVD in Bern or foundations oversight bodies in Zurich, supervise foundations whose activities are limited to a single canton. Following the post-2024 centralisation trend, the ESA has expanded its supervisory reach, and several cantons have transferred competence to the federal level. Practitioners should verify current jurisdictional assignments before filing, as an application directed to the wrong authority will be returned without substantive review.
The following procedure applies where the founder has reserved the right to amend the purpose in the foundation charter and wishes to exercise that right. Each step should be documented and retained in the foundation’s records.
Step 1, Verify the charter reservation. Confirm that the foundation charter contains an express reservation of the founder’s right to request a purpose change under Article 86a CC. If no reservation exists, the Article 86a route is unavailable; the foundation must instead consider Articles 85 or 86 CC (supervisory authority-initiated or court-initiated changes) or structural alternatives such as merger.
Step 2, Draft the amended purpose clause. Prepare the proposed new wording of the purpose clause in full. Provide a redline comparison showing deletions and additions against the current charter text. The new wording should be precise and consistent with the Swiss Foundation Code’s recommendation that purpose clauses be clear, achievable and verifiable.
Step 3, Prepare a motives statement. The founder should prepare a written statement of reasons explaining why the change is sought, how it relates to the founder’s original intent, and what has changed in the foundation’s operating environment to justify the amendment.
Step 4, Conduct a beneficiary impact assessment. Identify all current and prospective beneficiaries. Assess and document whether the proposed change would adversely affect their rights or legitimate expectations. Where adverse effects are identified, propose mitigation measures.
Step 5, Prepare a financial plan. The supervisory authority will expect evidence that the foundation can fulfil its amended purpose. Prepare a financial plan covering at least two to three years, demonstrating that the foundation’s assets, income streams and expenditure projections align with the new purpose.
Step 6, Board resolution. The foundation board must formally discuss the proposed change and pass a resolution. The resolution should expressly note that the board has reviewed the request, assessed its compatibility with fiduciary duties, confirmed the absence of conflicts of interest, and resolved to support (or not oppose) the filing.
“The Foundation Board of [Foundation Name], having reviewed the founder’s request dated [date] to amend the foundation purpose under Article 86a CC and the supporting documentation including the motives statement, redline charter amendment, beneficiary impact assessment and financial plan, hereby resolves to submit the application to [the ESA / the competent cantonal supervisory authority] and authorises [name/role] to sign and file the application on behalf of the board.”
Step 7, Compile and file the application. Submit the following to the competent supervisory authority:
Filing fees vary by authority. The ESA charges administrative fees based on the complexity of the application. Cantonal authorities have their own fee schedules. As a practical matter, total administrative fees for a straightforward purpose change typically fall in the low four-figure range (Swiss francs), excluding legal advisory costs.
Straightforward applications, where the charter reservation is clear, the motives are well-articulated, and beneficiary impact is minimal, are typically processed within two to four months. More complex requests, particularly those involving significant shifts in beneficiary classes or asset reallocation, may take six months or longer.
Common grounds for supervisory objection include: insufficient documentation of the founder’s original intent, inadequate beneficiary impact analysis, financial plans that do not credibly support the new purpose, and proposed changes that effectively create a new foundation rather than modifying an existing one. Early engagement with the supervisory authority, an informal pre-filing consultation, is strongly recommended to identify and address potential objections before the formal application is submitted.
Article 86a CC has clear limits. It is designed for amendments that remain within the orbit of the founder’s original vision. Where the proposed change would fundamentally transform the foundation’s character, for example, converting a medical research foundation into an arts patronage vehicle, supervisory authorities are very unlikely to approve the request, even where a charter reservation exists.
In these situations, three structural alternatives deserve consideration: a foundation merger in Switzerland, a foundation dissolution, or, in rare cases, applying to the court under Article 86 CC for a judicially authorised change where the original purpose has become objectively unattainable or meaningless.
A foundation merger is typically preferable when the proposed purpose change would effectively create a new foundation, when the existing foundation’s assets are better deployed alongside those of a compatible institution, or when operational efficiencies justify consolidation. Merger protocols require board resolutions from both entities, creditor and beneficiary notifications, supervisory authority approval, and registration of the surviving entity.
| Option | When Appropriate | Key Steps and Authority |
|---|---|---|
| Article 86a CC (founder request) | Minor to material purpose amendments where the founder reserved the right in the charter and the change is consistent with the founder’s original intent. Beneficiary and public interests must be protected. | Founder submits written request with amended charter, motives statement, impact assessment and financial plan. The competent supervisory authority (ESA or cantonal) reviews and issues approval, conditional approval, or refusal. |
| Merger | Purpose change would fundamentally transform the foundation’s character, or consolidation with a compatible institution achieves the founder’s goals more effectively. | Board resolutions from both foundations, merger protocol, creditor and beneficiary notices, supervisory approval (where required), commercial register filings. Tax and contractual implications must be assessed separately. |
| Dissolution | The foundation can no longer realistically fulfil any purpose, or public benefit cannot be secured through restructuring. | Board decision or supervisory order, creditor notification and settlement, distribution of remaining assets according to charter and law, cancellation from the commercial register. |
The supervisory authority’s review is both procedural and substantive. On the procedural side, the authority confirms that the application is complete, that the charter reservation is valid, and that the board has properly deliberated. On the substantive side, it evaluates three core questions:
Where the authority identifies concerns, it may request additional documentation, propose modifications to the amended charter language, or impose conditions on approval, for example, ring-fencing a portion of assets for the original beneficiary class during a transition period.
Successful applicants treat supervisory objections as an iterative dialogue rather than a binary gate. Early indications suggest the following practices improve outcomes:
Applicants who receive a formal refusal may appeal to the competent administrative court (Bundesverwaltungsgericht for ESA decisions, or the relevant cantonal court). Appeals must be filed within the statutory deadline, typically thirty days from notification of the decision.
The foundation board carries significant responsibilities throughout the purpose-change process, and Swiss supervisory practice has tightened expectations in recent years. A downloadable foundation board duties Switzerland PDF checklist accompanies this article to help board members track their obligations.
Duty of care and loyalty: Board members must act in the foundation’s interest, not in the personal interest of the founder, and must ensure that any purpose change is consistent with their fiduciary obligations under Swiss law and the Swiss Foundation Code.
Notification obligations: The board must promptly notify the supervisory authority and the auditor of any material governance changes, including the initiation of a purpose-change process. Failure to notify can trigger supervisory sanctions and, in severe cases, personal liability.
Minutes and documentation: Board deliberations on the purpose change must be fully minuted, including the discussion of each member’s position, any dissenting views, and the final resolution. Minutes should be signed and retained in the foundation’s records.
Board members who fail to manage conflicts of interest or who breach their duty of care in the context of a purpose change may face personal liability under Swiss foundation law. The likely practical effect of the post-2024 supervisory reforms is heightened scrutiny of board conduct, particularly in foundations where the founder continues to serve as a board member.
The downloadable PDF checklist accompanying this guide, designed for practitioners who need to know how to change foundation purpose in Switzerland, includes the following templates and forms:
All templates are provided in editable format within the PDF and should be adapted to the specific circumstances of each foundation with the assistance of qualified Swiss legal counsel.
Case A, Minor purpose change approved. A charitable foundation established in the 1990s for the promotion of classical music education sought to broaden its purpose to include contemporary and digital music forms. The founder had reserved the right to amend the purpose in the charter. The founder submitted a detailed motives statement explaining that the original purpose had become unduly narrow given the evolution of the music education sector. The beneficiary impact assessment showed no adverse effect, the same beneficiary class (students and educational institutions) would continue to benefit. The competent cantonal supervisory authority approved the change within three months, with no conditions attached.
Case B, Purpose change refused; merger pursued. A foundation for medical research sought to redefine its purpose as general scientific research, removing the limitation to medical fields. The supervisory authority found that this would fundamentally alter the foundation’s character and was inconsistent with the founder’s clearly documented intent. The application was refused. The foundation’s board subsequently pursued a merger with a broader scientific research foundation, preserving the original assets and research programmes within a compatible institutional structure. The merger was completed within ten months, including creditor notifications and supervisory approval.
Changing a Swiss foundation’s purpose is legally possible but procedurally demanding. The process hinges on whether the founder reserved the right under Article 86a CC, the quality and completeness of the documentation filed with the supervisory authority, and the compatibility of the proposed change with the founder’s original intent and beneficiary protection. Where Article 86a CC is not the right instrument, because no reservation exists, or because the change is too fundamental, a foundation merger in Switzerland or dissolution may offer a more viable path.
For practitioners seeking a portable compliance tool to guide this process, the downloadable PDF checklist accompanying this article sets out every required document, template and procedural step. Understanding how to change foundation purpose in Switzerland starts with the legal framework, but success depends on thorough preparation, proactive engagement with the supervisory authority, and expert legal counsel.
This article was produced by Global Law Experts. For specialist advice on this topic, contact Marie Flegbo-Berney at BONNARD LAWSON, a member of the Global Law Experts network.
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