How to Dissolve a Swiss Foundation (2026): Art. 88 CC, Supervisory Approval & Liquidator Steps

Last reviewed: 1 June 2026

TL;DR, Quick Answer for Decision-Makers

Understanding how to dissolve a Swiss foundation requires trustees to navigate a tightly sequenced process anchored in the Swiss Civil Code (CC). Dissolution is appropriate when the foundation’s purpose has become impossible or irrelevant, its assets are insufficient, or its organisation is fundamentally deficient, grounds codified in art. 88 CC. Unlike a company, a foundation cannot simply vote itself out of existence; the competent supervisory authority must approve the dissolution, a qualified liquidator must be appointed, creditors must be called publicly, and remaining assets must be transferred to entities pursuing a similar purpose. The entire process commonly takes twelve to twenty-four months, depending on the complexity of claims and supervisory review.

This guide walks trustees, foundation board members and in-house counsel through every statutory requirement, supervisory expectation and practical step needed to execute a defensible Swiss foundation dissolution in 2026.

Legal Framework for How to Dissolve a Swiss Foundation, Art. 80 ff. CC and Art. 88 CC Explained

Swiss foundations are established under art. 80 ff. of the Swiss Civil Code. A foundation is a self-standing legal entity created when a founder dedicates assets to a specific purpose. It has no members and no shareholders. Once entered in the commercial register, a foundation acquires legal personality, and its governance is determined by its charter (Stiftungsurkunde) and organisational regulations. Foundations operate under the ongoing oversight of either a cantonal or the federal supervisory authority, which monitors compliance with the charter, applicable law and sound governance principles set out in the Swiss Foundation Code published by SwissFoundations.

The critical provision for dissolution is art. 88 CC. This article empowers the competent supervisory authority to dissolve a foundation on application or of its own motion. The supervisory authority may also act where it determines that the foundation’s continued existence is untenable. Crucially, there is no general right of “self-dissolution”, a foundation board cannot unilaterally wind up the entity unless the charter expressly reserves that right, and even then supervisory approval is required. This distinguishes foundations sharply from associations and companies, where members or shareholders hold dissolution power directly.

Key Statutory Grounds Under Art. 88 CC, Practical Trustee Interpretation

Art. 88 CC does not enumerate an exhaustive checklist, but doctrinal commentary and supervisory practice recognise several core grounds:

• Purpose has become impossible or irrelevant. The foundation can no longer pursue its stated objects, for example, a foundation established to support a specific hospital that has permanently closed, or a research fund whose scientific field has been abandoned.
• Insufficient assets. The foundation’s capital has fallen below the level needed to pursue its purpose meaningfully. Supervisory authorities typically assess whether there is any realistic prospect of recapitalisation before approving dissolution on this ground.
• Fundamental organisational deficiency. The foundation lacks the governance organs required by law and its charter, and deficiencies cannot be remedied, for instance, where no qualified board members are willing to serve.
• Charter-reserved dissolution clause. Where the founder included a dissolution provision (e.g., a sunset clause or a board-triggered dissolution right), the board may invoke it, but must still obtain supervisory approval and follow the full liquidation process.

Cases Where Dissolution Is Mandatory vs Discretionary

In practice, dissolution is effectively mandatory when a foundation is insolvent and cannot be restructured. The supervisory authority will intervene to protect creditors and the public interest. Dissolution is discretionary where the board believes the purpose can no longer be achieved but assets remain, in such cases, the supervisor may instead explore a purpose amendment under art. 86 CC before consenting to wind-up. Trustees should document why amendment is not viable before filing for dissolution, as supervisory authorities routinely ask this question.

Amend the Charter vs Dissolve, Decision Criteria

Before initiating dissolution, every foundation board should ask whether the foundation’s charter could instead be amended to give it a renewed purpose. Art. 86 CC allows the supervisory authority to approve a purpose amendment if the original purpose has acquired a substantially different significance or effect. This route preserves the entity and avoids the cost and publicity of a full liquidation. Trustees familiar with how to dissolve a Swiss foundation should therefore treat amendment as a necessary preliminary analysis, not an afterthought.

When Amendment Is the Safer Option

Amendment is generally preferable when the foundation still holds meaningful assets, when a related purpose exists that falls within the spirit of the founder’s intent, and when the supervisory authority has informally indicated openness to modification. It is also the less disruptive option where the foundation employs staff or holds contractual obligations that would be expensive to terminate.

When Dissolution Is the Only Option

Dissolution becomes unavoidable when no viable alternative purpose exists, when assets are exhausted, when the board cannot be reconstituted, or when donor restrictions expressly prohibit purpose modification. Trustees should prepare a short written assessment, ideally approved by external legal counsel, confirming that amendment is not feasible. This document will form part of the supervisory submission dossier.

Supervisory Approval, Who, Process, Expected Evidence and Timeline

Swiss foundations are supervised by either a cantonal supervisory authority or, for foundations with a national or international scope, the Federal Supervisory Authority for Foundations (ESA/BFS). Most grant-making and charitable foundations fall under cantonal supervision, each canton maintains its own supervisory office, and the relevant body is determined by the foundation’s registered domicile. Industry observers note that the five cantons most commonly encountered in practice are Zurich, Geneva, Vaud, Zug and Bern, each of which publishes its own procedural guidance and required forms.

Obtaining supervisory approval is not a rubber-stamp exercise. The authority will assess whether the grounds for dissolution are genuinely met, whether alternatives (particularly purpose amendment) have been adequately considered, and whether the proposed distribution of assets complies with the foundation’s charter and applicable law. Engaging the supervisory authority informally before filing a formal application is strongly recommended, early dialogue can identify evidentiary gaps and reduce the risk of rejection or delay.

The submission dossier should contain, at minimum, the following documents:

• Board resolution proposing dissolution with stated grounds and reference to the charter clause or art. 88 CC.
• Written assessment confirming that charter amendment is not a viable alternative.
• Most recent audited annual accounts and interim financial statements to the date of the resolution.
• Complete asset inventory with current valuations.
• Creditor list (known creditors, amounts, status of claims).
• Proposed distribution plan identifying the recipient entity or entities, confirming their similar purpose, and providing evidence of acceptance.
• Beneficiary notification plan (where applicable, how current beneficiaries will be informed and their interests protected during wind-down).
• Proposed liquidator identity and qualifications (if not a board member, include a CV and confirmation of independence).

Supervisory review timelines vary considerably. Simple, solvent dissolutions with a clear distribution plan may receive approval within two to four months. Complex cases, involving disputed claims, cross-border assets, or contested distribution destinations, can take significantly longer. Trustees should budget at least six months for the supervisory phase alone, from initial informal contact to formal approval.

Appointing the Liquidator, Formal Requirements and Step-by-Step Liquidator Tasks

Once the supervisory authority grants approval, or simultaneously with the approval application, depending on cantonal practice, the foundation board must appoint a liquidator. The liquidator may be a board member, an external professional (such as a licensed trustee or attorney), or, in rare cases, a person designated by the supervisory authority itself. Independence and relevant experience are the two qualities supervisory authorities scrutinise most closely.

The liquidator’s mandate is comprehensive: they assume control of the foundation’s affairs for the sole purpose of winding up its operations, settling liabilities, and distributing residual assets. From appointment through to deregistration, the liquidator bears personal responsibility for ensuring the process is lawful and properly documented.

Sample Board Resolution and Formal Appointment Minutes

Note: The following is an illustrative template. It must be adapted to the foundation’s charter, cantonal requirements and specific circumstances.

“The Foundation Board of [Foundation Name], having determined that the foundation’s purpose [has become impossible / can no longer be meaningfully pursued / is subject to the dissolution clause in art. [X] of the charter], resolves to: (1) apply to [Cantonal/Federal Supervisory Authority] for approval to dissolve the foundation under art. 88 CC; (2) appoint [Full Name, Address] as liquidator with immediate effect upon receipt of supervisory approval; (3) authorise the liquidator to take all steps necessary to complete the wind-up, including publishing creditor calls, settling liabilities, preparing final accounts, and distributing residual assets in accordance with the distribution plan approved by the supervisory authority. Signed: [Board President], [Board Secretary]. Date: [Date].”

Liquidator Checklist, Detailed Tasks and Timings

How long does it take to liquidate a Swiss foundation? As this table illustrates, a straightforward, solvent dissolution with no disputed claims can be completed in approximately twelve months. Where creditor disputes arise, cross-border assets must be repatriated, or the supervisory authority requires additional information, the process commonly extends to eighteen or even twenty-four months. For comparison, company liquidation under Swiss law (governed by art. 738 ff. CO) follows a broadly similar timeline, with company law imposing its own statutory waiting periods for creditor claims.

Creditor Call, Publicity and Timelines, What Trustees and Liquidators Must Do

The creditor call is one of the liquidator’s most critical obligations. Its purpose is to give all known and unknown creditors the opportunity to assert their claims against the foundation before assets are distributed. Although the Swiss Civil Code does not prescribe a specific creditor-call procedure for foundations in the same detail as the Code of Obligations does for companies, supervisory practice universally requires a formal public notice modelled on company-law principles.

In practice, the liquidator publishes a notice in the Swiss Official Gazette of Commerce (SOGC) and, where the foundation has a significant local presence, in one or more cantonal newspapers. The notice identifies the foundation, states that it is in liquidation, and invites creditors to submit their claims within a stated period, typically two months from the date of publication. Many supervisory authorities expect the notice to be published three times at intervals.

Disputed claims present a particular risk. Where a creditor contests the liquidator’s rejection, the matter may need to be resolved by a court, adding both time and cost. Trustees should ensure the liquidation budget includes a contingency reserve for legal fees associated with contested claims. Industry observers expect supervisory authorities to scrutinise creditor-call compliance closely, as any procedural deficiency can expose trustees and the liquidator to personal liability.

Asset Transfers on Dissolution, Similar-Purpose Entities and Tax Constraints

Under Swiss foundation law, residual assets remaining after all liabilities have been settled cannot simply be returned to the founder or distributed freely. Unless the charter provides otherwise, assets must be transferred to one or more entities pursuing a similar or related purpose. This requirement reflects the principle that foundation assets are irrevocably dedicated to a purpose and should continue to serve the public interest even after the foundation itself ceases to exist.

The supervisory authority will require evidence that the proposed recipient genuinely pursues a similar purpose. This typically means providing the recipient’s charter or articles of association, its most recent annual report, and a written confirmation of acceptance. Where the foundation held tax-exempt status (a common feature for charitable and public-benefit foundations), the transfer must also be structured so that the recipient qualifies for equivalent exemption, otherwise the transfer may trigger cantonal or federal tax consequences. Foundations subject to nonprofit foundation reporting requirements in Switzerland should consult their auditor and a tax adviser before finalising the distribution plan.

Practical Documentation for Asset Transfers

• Transfer agreement signed by the liquidator and the recipient entity, specifying assets transferred, any restrictions or conditions, and the legal basis for the transfer.
• Recipient’s charter or articles demonstrating similar purpose.
• Recipient’s most recent audited accounts.
• Written acceptance from the recipient’s governing body.
• Tax ruling or confirmation from the relevant cantonal tax authority (where applicable) confirming that the transfer does not trigger tax liability.
• Supervisory sign-off on the distribution plan.

Donor-restricted assets require particular care. Where a donor imposed specific conditions on the use of funds, those conditions survive the foundation’s dissolution and must be honoured in the transfer. The liquidator should review all donation agreements and correspondence to identify restrictions before proposing a distribution plan.

Practical Trustee Toolkit, Board Resolution Wording, Templates and Stepwise Checklist

All templates below are illustrative and must be adapted to the specific charter, cantonal practice and legal advice applicable to each foundation.

Board resolution proposing dissolution:

“Having considered the foundation’s financial position, the impossibility of achieving its stated purpose, and the absence of a viable purpose amendment under art. 86 CC, the Board resolves to apply to [Authority Name] for dissolution of the foundation under art. 88 CC and to appoint [Name] as liquidator upon supervisory approval.”

Public creditor-call notice (template):

“[Foundation Name], domiciled in [Canton], is in liquidation. Creditors are invited to submit their claims in writing to the liquidator, [Name, Address], within two months of this publication. This notice is published in accordance with applicable supervisory requirements.”

Supervisor submission cover letter, checklist of enclosures:

• Board resolution (certified copy)
• Written assessment re: amendment viability
• Audited accounts and interim financials
• Asset inventory with valuations
• Creditor list
• Distribution plan with recipient documentation
• Liquidator CV and independence confirmation
• Beneficiary notification plan

Quick Comparison, Foundations vs Associations vs Companies on Dissolution and Reporting

For trustees asking what is the difference between a foundation and an association in Switzerland, or comparing foundation dissolution with company wind-up, the following table provides a concise overview. For a deeper analysis of structural differences, see foundations vs trusts, difference explained.

Trustees considering whether to establish a new entity after dissolution, or exploring how to establish a foundation in Switzerland from scratch, should factor these structural differences into their planning. Similarly, those involved in Swiss beneficial ownership and compliance obligations should be aware that reporting duties continue until formal deregistration.

Conclusion

Knowing how to dissolve a Swiss foundation is essential for any trustee or foundation board member facing the reality that a foundation’s purpose can no longer be achieved. The process is deliberately rigorous: art. 88 CC and the supervisory framework exist to protect the public interest, creditors and the integrity of the foundation sector. By following the statutory sequence, establishing valid grounds, obtaining supervisory approval, appointing a qualified liquidator, executing a proper creditor call and distributing assets to similar-purpose entities, trustees can execute a dissolution that is both lawful and defensible.

Careful preparation of the supervisory dossier, early engagement with the relevant cantonal or federal authority, and thorough documentation at every stage will significantly reduce the risk of delays and personal liability. Where the foundation interacts with broader Swiss regulatory structures, such as SRO and Swiss licensing frameworks or FINMA-supervised pathways, specialist advice is particularly important to ensure all supervisory obligations are satisfied in parallel.

Sources

1. Swiss Civil Code (Code civil), art. 80 ff., art. 88 CC (official text)
2. SwissFoundations, Swiss Foundation Code (PDF)
3. Universität Zürich, “Swiss Foundations” (doctrinal PDF)
4. Startups.ch, When dissolving a foundation, what do you need to look out for?
5. foundation-switzerland.com, Dissolve a Swiss foundation: legal process and steps
6. KMU Portal (SECO), Company closure procedures
7. Swiss Director Services, Liquidator of a Swiss company