Swiss Verein

From Wikipedia, the free encyclopedia
Jump to: navigation, search

A Swiss association ("Verein" in German, "association" in French, "associazione" in Italian) is a legal structure in Swiss law, defined in the civil code (Part one, title two, chapter two). It is similar to the Anglo-American voluntary association. Unlike in Germany, a Swiss association does not need to be registered in order to have a separate legal personality.[1] It must be registered if it "conducts a commercial operation".[2] An association can serve as a non-profit organization (NPO) or non-governmental organization (NGO) and this form is used by several Swiss sections of international NGOs such as Amnesty International, and the World Wildlife Fund, by business firms (see below) or by international organizations such as the Fédération Internationale de Football Association (FIFA). The form can also be used by political parties and alliances, such as trade unions.

As the establishment of an association involves only little paperwork and no registration or fees, it is an important legal form in Switzerland[1] and often used by groups such as sport and social clubs.[1] It has also become a useful form for multiparty business organizations. The only requirement is that prior to the establishment, two persons draw up bylaws and appoint the organs of the association (such as the board and the auditors).[3]

Commercial organizations[edit]

The association can also be used as a legal form for a business organization consisting of a number of independent offices, each of which has limited liability vis-à-vis the others.[3]

The form is often used by multinational professional firms to limit their global accountability.[3] One advantage to the Verein structure is that because control of the firm is decentralized, offices are only bound by regulators in their country. For instance, non-US offices of accounting firms in a Verein structure are not bound by Securities and Exchange Commission subpoenas from the United States.[3]

Since the assets and earnings of a Swiss association are controlled by the member firms, Swiss association borrowers should provide a lender with guarantees from member firms or backup letters of credit.

Several court cases against accounting firms have attempted to use vicarious liability and veil piercing arguments to find liability for the association based on a member's activities. Only one such argument has been successful in American courts: see Cromer Fin., Ltd. v. Berger, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. 2002) (parent association may be liable for office's securities fraud based on agency doctrine). Most associations now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency.

Baker & McKenzie was the first major law firm to become a Swiss verein, in 2004. Since 2009, Swiss vereins have been used in several mergers of large multinational law firms, as they allow regional profit pools and their related tax, accounting and partner compensation systems to remain separate while allowing strategy, branding, information technology and other core functions to be shared between the constituent partnerships.[4] The main disadvantage of the verein structure is that profits cannot be shared between constituent partnerships, which removes incentives for partners to share clients and work between the member partnerships.[4] Most law firms as vereins overcome this problem by sharing costs in return for work referrals, which allows for the indirect sharing of profits.[3]

The Swiss verein is similar to the European Economic Interest Grouping (EEIG), but differs in that EEIG member firms share their liabilities while verein member firms maintain separate liabilities.[3]

Examples of Swiss association-structured businesses include:

Accounting firms
Law firms

See also[edit]

References[edit]

  1. ^ a b c Hasselback, Drew (16 November 2010). "More on the Swiss Verein system". Financial Post. 
  2. ^ "210 Swiss Civil Code, Art. 61". Retrieved 18 February 2014. 
  3. ^ a b c d e f Johnson, Chris (7 March 2013). "Vereins: The new structure for global firms". The American Lawyer. 
  4. ^ a b Enter the Swiss Verein: 21st-century global platform or just the latest fad? By Nick Jarrett-Kerr and Ed Wesemann.