The recent legislative changes in Swiss foundation law, particularly regarding the simplification of the amendment process for foundation deeds, mark a pivotal shift in the regulatory landscape. Effective from January 1, 2024, these modifications aim to streamline the procedures for updating foundation deeds, thereby aligning Swiss foundation law more closely with contemporary needs and operational realities.
The modifications detailed in Articles 86b and 86c of the Swiss Civil Code (CC) signify a more pragmatic approach to the governance of foundations. The new Article 86b CC allows the supervisory authority to enact minor amendments to the foundation deed after merely consulting the highest foundation body. This represents a departure from the previous, more stringent requirements that demanded "valid" objective reasons for such amendments. The updated legislation requires these amendments only to "appear justifiable on reasonable grounds", a change that lowers the threshold for modifications and grants foundations greater operational flexibility.
Moreover, the requirement for public notarization of amendments, as stipulated under the new Article 86c CC, has been removed. This removal of the notarization requirement simplifies the administrative process, making it more straightforward and less time-consuming for foundations to adapt their deeds to changing circumstances or legal requirements. This procedural easing is anticipated to encourage more timely and relevant updates to foundation deeds, ensuring that they remain reflective of the foundation’s current objectives and activities.
These changes are particularly relevant in a landscape where foundations increasingly seek to adapt to fast-changing philanthropic environments, technological advancements, and shifting societal needs. By facilitating easier updates to foundational documents, Swiss law is responding to the need for foundations to be more agile and responsive in their operations.
However, this increased flexibility also places a renewed emphasis on the responsibility of foundation boards to ensure that any amendments remain aligned with the foundation's purpose and do not undermine the rights of third parties. The foundations must maintain a balance between leveraging the simplified processes for necessary updates and preserving the core mission and integrity of the foundation.
The Swiss foundation sector must now navigate this updated legal framework, understanding the nuances of the new amendment processes and the implications for foundation governance and operations. For foundation managers and boards, this will likely require a review of current statutes, processes for amendments, and engagement with supervisory authorities to understand the practical implications of these changes.
In light of these developments, it is advisable for those involved in Swiss foundations to seek updated legal advice and consider reviewing their foundation's deeds and governance structures in line with the new laws. As the legal framework evolves, staying informed and adapting to these changes will be crucial for the continued effectiveness and compliance of Swiss foundations.
These legislative adjustments represent a significant step towards a more adaptable and modern framework for Swiss foundations, reflecting broader trends in the legal and philanthropic sectors towards increased flexibility, efficiency, and responsiveness.
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