How to Change a Foundation's Purpose in Switzerland (PDF), Article 86a ZGB, Supervisory Approval & Restructure Options

Understanding how to change foundation purpose in Switzerland is one of the most consequential governance questions a founder or board can face. Swiss foundation law, codified in Articles 80–89 of the Swiss Civil Code (ZGB), treats the stated purpose as the legal cornerstone of every foundation, and for decades, that purpose was considered virtually immutable. The 2006 revision of the ZGB introduced Article 86a, granting founders who expressly reserved the right a formal mechanism to request an amendment, subject to a mandatory waiting period and supervisory oversight. As the 2024–2026 foundation-law refresh continues to reshape supervisory-authority practice across cantons, practitioners now have more options, and more complexity, than ever when deciding between a purpose amendment, a foundation merger, or dissolution.

TL;DR, Can You Change a Swiss Foundation’s Purpose? Quick Answer & Key Paths

Yes, it is possible to change a Swiss foundation’s purpose, but the available route depends on whether the founder reserved that right and on the circumstances driving the change. Here are the key paths at a glance:

• Founder-driven amendment (Art. 86a ZGB). If the founder expressly reserved the right to change the purpose in the foundation charter, the founder may apply for an amendment, but only after at least 10 years have elapsed since the foundation was established or since the last such change.
• Supervisory-authority amendment (Art. 86 ZGB). Where the original purpose has changed in character to the extent that it no longer corresponds to the founder’s intent, the competent supervisory authority (or, for family and ecclesiastical foundations, the court) may amend the purpose on application or on its own initiative.
• Restructure or dissolution. When neither amendment route is available or practical, a foundation merger in Switzerland or an orderly dissolution under Art. 88–89 ZGB may be the better path, particularly to preserve assets and protect beneficiaries.
• Recommended next step: Before initiating any change, obtain a legal opinion on which route applies and engage the relevant supervisory authority early in the process.

Background, Legal Nature of Swiss Foundations and How to Change Foundation Purpose in Switzerland

A Swiss foundation is established by the dedication of assets to a specific purpose (Art. 80 ZGB). Unlike an association, a foundation has no members, it is an independent legal entity governed by its charter (Stiftungsurkunde), regulations and a board (Stiftungsrat). The founder sets the purpose, endows the assets, and then, in principle, steps back: the foundation exists to serve its stated mission in perpetuity.

This structural rigidity is what distinguishes foundations from associations in Switzerland. An association’s members may vote to change its objects by simple majority; a foundation’s purpose, by contrast, can only be altered through the specific statutory mechanisms in Art. 86 and Art. 86a ZGB. The Swiss Foundation Code, published by SwissFoundations, reinforces this principle while also acknowledging that good governance sometimes demands adaptation.

Foundation vs Association, Key Structural Differences

What Articles 86 and 86a ZGB Actually Say

Article 86 ZGB provides that the competent federal or cantonal authority may, upon application or on its own initiative, amend the purpose of a foundation if the original purpose has acquired a quite different significance or effect, such that the foundation has plainly become estranged from the founder’s intention. The threshold is high: the change in circumstances must be material and objectively demonstrable.

Article 86a ZGB, introduced with the 2006 revision and refined in subsequent practice, allows the founder to reserve the right to amend the purpose. This reservation must be stated expressly in the charter. Where such a reservation exists, the founder may submit an application to the supervisory authority to change the purpose, but not earlier than 10 years after the foundation was established, or 10 years after the last such change was approved. The new purpose must not be unlawful, immoral or impossible.

Founder-Driven Change, Article 86a ZGB (The Founder’s Reserved Right)

Article 86a CC represents the most direct route for a change of purpose in a Swiss foundation, but it is available only where two cumulative conditions are met. First, the founder must have expressly reserved the right to amend the purpose in the foundation’s charter at the time of establishment. A reservation added after the fact is not sufficient. Second, the statutory waiting period of 10 years must have elapsed, counted from the date of establishment or from the date the last founder-initiated change took effect.

The scope of permissible changes under Art. 86a is broad in principle: the founder may request a fundamentally new purpose, a narrowing or broadening of the existing purpose, or even a reorientation of the foundation’s charitable or private objectives. The only absolute limits are those imposed by Art. 86a para. 2 ZGB: the new purpose must not be unlawful, immoral or impossible. In practice, supervisory authorities also assess whether the proposed purpose is sufficiently defined and whether the foundation’s assets remain adequate to pursue it.

Evidence and Timing, The Ten-Year Rule

The ten-year waiting period is jurisdictionally enforced with precision. Practitioners should note the following:

• Start date: The clock runs from the date of entry in the commercial register (for foundations subject to registration) or from the date the charter takes legal effect.
• Successive changes: Each time a founder-initiated change is approved, the ten-year clock resets. A founder who secures a change in Year 10 cannot request another change until Year 20.
• Death of the founder: The right under Art. 86a is personal and non-transferable. If the founder dies before exercising it, the right lapses, the heirs cannot step into the founder’s shoes.
• Multiple founders: Where a foundation was established by more than one founder, the right must typically be exercised jointly, unless the charter specifies otherwise.

Filing and Timing, Supervisory Authority Steps

The founder submits a written application to the competent supervisory authority (federal for foundations operating across cantons; cantonal for those with a local scope). The application should be accompanied by:

• The original charter with the reservation clause clearly identified.
• A formal founder’s declaration setting out the desired new purpose and the reasons for the change.
• Board resolution acknowledging the founder’s application (the board does not have a veto, but its position is noted).
• Updated draft charter reflecting the proposed new purpose.
• Evidence of the ten-year period, commercial register extract or charter execution date.
• Financial statements demonstrating the foundation can serve the new purpose with its current assets.

Industry observers expect the typical processing time for a straightforward founder-filed change to be approximately two to four months, though complex cases or supervisory backlogs can extend this to six months. Costs include notary fees for charter amendments, legal advisory fees, and any supervisory filing charges, which vary by canton.

Supervisory Authority-Driven Change, Article 86 ZGB & Exceptional Power

Where no founder reservation exists under Art. 86a, or where the founder has died, or the ten-year period has not elapsed, the only available route for a change of purpose Swiss foundation boards can pursue is the supervisory-authority mechanism under Article 86 ZGB. This route is narrower and subject to a more demanding legal standard.

Under Art. 86, the competent authority (the federal or cantonal supervisory authority, or, for family and ecclesiastical foundations, the competent court) may amend the foundation’s purpose if the original purpose has acquired a quite different significance or effect, such that the foundation has manifestly become estranged from the founder’s intention. The key legal threshold is “compelling reasons”, not mere inconvenience, strategic preference, or changed market conditions, but an objective, demonstrable shift that renders the original purpose fundamentally misaligned with the founder’s actual intent.

Who Can Initiate a Request Under Art. 86?

• The supervisory authority itself, acting on its own initiative where it identifies a material misalignment.
• The foundation board (supreme organ), by application to the supervisory authority, setting out the evidence that the legal threshold is met.
• Interested third parties may petition the supervisory authority to investigate, though the authority retains full discretion on whether to proceed.

Practical Triggers and Examples

Supervisory-authority changes typically arise where:

• The original purpose has become legally impossible (e.g., a foundation promoting a now-prohibited activity).
• Societal or economic changes have rendered the original purpose obsolete or unachievable (e.g., a foundation dedicated to eradicating a disease that has been eliminated).
• Asset erosion means the foundation can no longer meaningfully pursue its stated mission, and a related but narrower purpose would be viable.

The supervisory authority must ensure that the new purpose remains as close as possible to the founder’s original intention, the principle of proximity (Grundsatz der Zwecknähe). Early indications suggest that the 2024–2026 reforms have encouraged cantonal authorities to engage more proactively with foundation boards on potential purpose amendments, rather than waiting for formal applications, reflecting a broader trend toward dialogue-driven supervision noted in recent NKF practice updates.

Supervisory Change vs Founder Change, Comparison

Foundation Restructuring Switzerland, Merger vs Dissolution Compared

Not every situation calls for a purpose amendment. Where the original purpose is exhausted, the assets are insufficient, or the governance structure is no longer viable, foundation boards must weigh whether to restructure (typically through a merger or asset reassignment to another foundation) or to dissolve the entity entirely. The decision has significant legal, tax and reputational consequences.

When Restructure Beats Dissolution

A foundation merger in Switzerland is often preferable to dissolution in the following scenarios:

• Beneficiary continuity. The receiving foundation can continue to serve the same or an overlapping beneficiary class without interruption.
• Asset preservation. Merging avoids the liquidation process and ensures that endowment capital continues to be deployed for charitable or public-benefit purposes.
• Tax efficiency. A properly structured merger can be tax-neutral, whereas dissolution may trigger capital-gains exposure or clawback of tax exemptions.
• Reputational protection. Dissolution is a public event, a merger can be communicated as an evolution rather than a failure.

Merger Process Checklist

1. Identify a compatible receiving foundation with a related purpose.
2. Obtain board resolutions from both foundations approving the merger in principle.
3. Draft a merger agreement specifying asset transfer terms, governance, and beneficiary protections.
4. Notify and, where required, obtain approval from the competent supervisory authority.
5. Execute notarial deeds if required by the charter or cantonal practice.
6. File commercial register amendments (deregistration of the merging foundation; updates for the receiving entity).
7. Notify tax authorities and, for charitable foundations, confirm ongoing tax-exempt status.

Practical Step-by-Step Checklist & Timeline for Changing Foundation Purpose

The following workflow applies to both founder-initiated (Art. 86a) and supervisory-authority (Art. 86) purpose amendments, with notes where the steps differ.

1. Internal assessment (Weeks 1–2). The board evaluates whether a purpose change is the best option (vs. restructure or dissolution). Obtain preliminary legal advice on the applicable route.
2. Board meeting and resolution (Week 3). The board passes a formal resolution either supporting the founder’s application (Art. 86a route) or resolving to apply to the supervisory authority (Art. 86 route). Minutes should record the reasons, any conflicts of interest, and the proposed new purpose.
3. Draft amended charter (Weeks 3–4). Instruct counsel to prepare a draft amended charter reflecting the new purpose. For Art. 86a applications, include the founder’s written declaration.
4. Compile supporting evidence (Weeks 4–6). Prepare the document package: original charter, evidence of the reservation clause (Art. 86a) or evidence of compelling reasons (Art. 86), financial statements, board minutes, and the draft amended charter.
5. File with the supervisory authority (Week 6). Submit the complete application. Engage in dialogue with the supervisory authority, early contact is encouraged by most cantonal authorities and can significantly shorten the review period.
6. Supervisory review and decision (Weeks 6–16). The authority may request additional evidence, consult stakeholders, or require adjustments to the proposed purpose. For Art. 86 applications, the review tends to be more intensive.
7. Notarial execution and registration (Weeks 16–20). Once approved, have the amended charter notarised (if required by cantonal law) and file updates with the commercial register.
8. Tax and charity notifications (Weeks 20–22). Notify the tax authorities of the purpose change. For tax-exempt foundations, confirm that the new purpose still qualifies for exemption under cantonal and federal law.

Estimated costs: Notary fees range from several hundred to a few thousand Swiss francs depending on the canton and the complexity of the charter amendments. Legal advisory fees are highly variable. Supervisory filing charges are generally modest (often under CHF 500), though complex cases involving detailed evidence review may attract higher administrative costs.

Board Duties, Conflicts and Governance When Proposing a Change of Purpose

Foundation board duties in Switzerland are anchored in the ZGB and elaborated in the Swiss Foundation Code. When a purpose change is proposed, whether by the founder or the board, the governing body must act with heightened diligence.

• Duty of care and loyalty. Board members must ensure that the proposed change genuinely serves the foundation’s long-term interests and is not driven by the personal preferences of individual members or the founder.
• Conflict-of-interest management. Any board member with a personal or financial interest in the outcome of the purpose change must disclose the conflict and, in most cases, recuse themselves from the relevant vote.
• Beneficiary notice. While Swiss law does not generally grant beneficiaries standing to block a purpose change, good governance, as outlined in the Swiss Foundation Code, requires that affected beneficiary classes be informed before a change is finalised.
• Liability exposure. A board that purports to change a foundation’s purpose without following statutory processes risks personal liability under Art. 83a ZGB. The supervisory authority or affected parties may seek judicial reversal and damages.

Board Resolution and Minutes Checklist

• Date, attendees and quorum confirmation.
• Identification of the legal basis (Art. 86a or Art. 86).
• Description of the current purpose and the proposed new purpose.
• Summary of reasons supporting the change.
• Disclosure of any conflicts of interest and recusals.
• Formal vote result and authorisation to file with the supervisory authority.
• Designation of authorised signatories for the application.

Templates & Sample Language for Changing Foundation Purpose in Switzerland

The following redacted templates illustrate the essential language. All templates should be adapted by qualified Swiss counsel before submission.

Template 1, Founder’s Declaration Under Art. 86a ZGB

“I, [Founder Name], as founder of [Foundation Name] (CHE-xxx.xxx.xxx), having expressly reserved the right to amend the foundation’s purpose in Article [X] of the charter dated [Date], and more than 10 years having elapsed since [establishment / the last such amendment], hereby declare that I wish to amend the purpose of the foundation from [current purpose] to [proposed new purpose]. I confirm that the proposed purpose is not unlawful, immoral or impossible. I request that the competent supervisory authority approve this amendment. Signed: [Founder Name], [Date].”

Template 2, Board Resolution Supporting a Purpose Change

“RESOLVED that the Board of [Foundation Name] acknowledges the application of the founder under Article 86a ZGB to amend the foundation’s purpose from [current purpose] to [proposed new purpose]. The Board notes that the statutory ten-year period has elapsed. The Board [supports / takes note of] the proposed amendment and authorises [Name, Title] to file the application with the [Federal / Cantonal] Supervisory Authority together with the required documents.”

Template 3, Supervisory Submission Cover Letter (Art. 86 Route)

“Dear [Supervisory Authority], The Board of [Foundation Name] hereby applies under Article 86 ZGB for an amendment of the foundation’s purpose. The original purpose, [current purpose], has acquired a fundamentally different significance due to [describe compelling reasons]. The Board proposes that the purpose be amended to [proposed new purpose], which remains as close as possible to the founder’s original intention. Enclosed: board resolution, current and proposed charter, financial statements, evidence of changed circumstances. We remain at your disposal for any questions or a preliminary meeting.”

Conclusion, Choosing the Right Path to Change Foundation Purpose in Switzerland

Changing a Swiss foundation’s purpose is neither straightforward nor impossible. The right route depends on whether the founder reserved the amendment right (Art. 86a ZGB), whether compelling external circumstances justify supervisory intervention (Art. 86 ZGB), or whether foundation restructuring in Switzerland, through merger or asset reassignment, offers a more practical outcome than either amendment or dissolution. In every case, early engagement with the supervisory authority, rigorous compliance with statutory processes, and experienced legal counsel are essential. For practitioners seeking a comprehensive PDF guide on how to change foundation purpose in Switzerland, the checklist, templates and comparison tables in this article provide a practical starting point.

For case-specific guidance, explore the Switzerland practice area on Global Law Experts or contact a listed foundation-law adviser directly.

Sources

1. Swiss Civil Code (ZGB), Federal Legislation (Fedlex)
2. SwissFoundations, Swiss Foundation Code (PDF)
3. Universität Zürich (UZH), Foundation Guide
4. Niederer Kraft Frey, New Features in Swiss Foundation Law
5. Walder Wyss, Legislative Update / Practitioner Note
6. Foundations Zurich, Practical Guidance
7. MLL Legal, Charitable Foundations and Associations in Switzerland