Foundation

A foundation is a legal  person to which assets are irrevocably assigned for the purpose of completing not-for-profit purpose.

A foundation can be ‘of public utility’ when it serves a philantropic, philosophic, religious, scientific, educational, cultural or artistic purpose.

 

The definition of the Company and association code reads as follows (Art. 1:3)

“A foundation is a legal person without members, established [1 by a legal act]1 by one or more persons, called founders. Its assets are allocated to the pursuit of a not for profit purpose in the context of the exercise of one or more specific activities which constitute its object. It may not distribute or procure, directly or indirectly, any pecuniary advantage to its founders, directors or any other person, except for the not for profit purpose determined by the articles. Any transaction violating this prohibition is void”.


Details

Legal Personality
Yes

Assets/Share Capital

The foundation has its own assets, but no share capital.

Profit Distribution

No

The statutes may provide that, when the not-profit-purpose has been achieved, the founder (his successors) may take back a sum equal to the value of the assets or the assets themselves which the founder has assigned to the achievement of this purpose.

Duration

Illimited, except provided otherwise in the statutes.

Incorporation Requirement

Deed

Notary deed

Seed Funding

There is no fixed minimum assets but they should be sufficient for the projected purpose.

The very definition of a foundation traditionnally requires assets to be allocated to the required purpose.

Minimum number of shareholders

No members or shareholders.

Minimum one founder.

Financial Plan

None

Securities

Types

None

 

Voting Rights

n/a

Transfers

n/a

Decision Making

General Meeting

None

Board

Yes – Minimum 1 member.

Directors can be natural or legal persons

Powers are exercised collegially if there is more than one Board member.

Representation

Representation by the Board, or Board members appointed by the Board

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