Swiss Verein: formation, structure,
and professional network uses.

The Swiss Verein (association) is governed by the Swiss Civil Code (ZGB Art. 60–79), not by the Code of Obligations (OR) that governs commercial companies. ZGB Art. 60: an association of persons constituted for a political, religious, scientific, artistic, charitable, social, or other non-economic purpose, organised by written statutes.

No minimum capital contribution. No paid-in capital concept analogous to share capital. Members may be required to pay membership fees under the statutes, but there is no statutory minimum.

A non-commercial Verein acquires legal personality without Handelsregister registration, upon adoption of written statutes and election of a board (ZGB Art. 60 para. 2). No notarisation required for non-commercial Vereine.

Mandatory registration only if the Verein's principal purpose is commercial or industrial (ZGB Art. 61 para. 1). Voluntary registration is permitted. A sports club selling merchandise to fund operations is not principally commercial. A Verein operating a restaurant or commercial services platform is.

ZGB Art. 75a: members of a Verein are not personally liable for its obligations unless the statutes explicitly provide otherwise. This is the core mechanism enabling the Swiss Verein to serve as a liability-separating umbrella structure for global professional networks.

The board (Vorstand, ZGB Art. 69) is the mandatory executive organ managing day-to-day affairs. The general assembly (Generalversammlung) is the supreme organ: elects the board, adopts/amends statutes, approves accounts, and resolves dissolution. Quorum rules are set by the statutes.

A Verein pursuing a genuine public-benefit purpose (gemeinnütziger Zweck) and not distributing profits to members may qualify for federal and cantonal tax exemption. Application to cantonal tax authority required. Not automatic. A commercial Verein (ZGB Art. 61) is taxed at normal rates.

A non-exempt Verein in Zug is taxed at the combined effective CIT rate of 11.85% (federal + cantonal + municipal; KPMG Clarity 2024; facts-switzerland.md §2.2). Federal statutory rate: 8.5% on net profit (effective ~7.83% pre-tax; DBG).

Mandatory VAT registration if annual worldwide taxable turnover exceeds CHF 100,000 (MWSTG Art. 10). Standard rate: 8.1% since 1 January 2024. Membership fees may or may not constitute taxable turnover depending on whether they are consideration for a defined supply.

On dissolution, residual assets after satisfying creditors must be transferred to another entity with a similar non-profit purpose (ZGB Art. 57 para. 3 via ZGB Art. 79) — not distributed to members. This distinguishes Verein dissolution from commercial entity liquidation.