Ordinance on the Supervision of Foundations (VAS) - Scope of Application of Foundation Supervision (VAS)

1. This ordinance regulates the supervision of

a)* classic foundations within the meaning of Articles 80 - 89 of the Swiss Civil Code, which, by their purpose, belong to the Canton of Solothurn or a part thereof;

abis)* public-law foundations, which, by their purpose, belong to the Canton of Solothurn, a part thereof, or a municipality.

b)* ...

2. The ordinance does not apply to ecclesiastical foundations and family foundations (Art. 87 of the Swiss Civil Code).

1. The Commercial Registry Office notifies the supervisory authority of the establishment of the foundation and sends it a copy of the foundation deed or the testamentary disposition, as well as an excerpt from the commercial register. The supervisory authority reports the assumption of supervision to the Commercial Registry Office for registration or promptly forwards the notification of the foundation's establishment to the competent authority.

2. The foundation submits the application for changes to the foundation deed or the statutes to the supervisory authority.

3. In the case of relocation from another canton, supervision is assumed as soon as the decision on the approval of the relocation becomes legally binding.

1. The foundation submits implementing provisions, such as regulations and directives, as well as any amendments thereto, to the supervisory authority.

1. The Supervisory Authority ensures that the foundations comply with the legal regulations. It fulfills the tasks assigned to it by federal and cantonal law by particularly

a) examining the compliance of the regulatory provisions with the legal regulations,

b) requiring annual reports, especially concerning business activities,

c) reviewing the reports of the auditing body, and

d) taking measures to rectify deficiencies.

2. It examines

a) the organization of the foundations (Article 81 paragraph 2, Article 83d of the Swiss Civil Code);

b) the use of assets (Article 84 paragraph 2 of the Swiss Civil Code);

c) the investment of assets, insofar as this oversight does not fall under the responsibility of the auditing body.

1. To carry out supervision, the supervisory authority shall take the necessary measures. In particular, it may

a) issue directives,

b) order expert opinions and evaluations,

c) order substitute performance,

d) appoint, replace, admonish, warn, and remove officers,

e) annul decisions of the officers,

f)* appoint a provisional administration,

g)* appoint an auditing body,

h)* demand a regular audit (Article 83b paragraph 4 of the Swiss Civil Code),

i)* impose fines in the cases provided for by law,

j)* file criminal complaints.

2. The supervisory authority may at any time, on its own initiative or upon notification by third parties, request information and the submission of relevant documents from the foundation board or the auditing body.

3. The costs for supervisory measures are borne by the affected foundation.

1. The supervisory authority shall maintain a register of all supervised classical and public-law foundations pursuant to § 1 paragraph 1 letters a and abis. The register shall contain the name, seat, and purpose of the foundations, as well as the date of establishment of the foundation and the assumption of supervision.

2. ...

3. The register pursuant to paragraph 1 is public and shall be published on the Internet.

4. ...

1. Foundations manage their assets according to the principles of prudent investment (security, adequate return on investment, appropriate risk diversification, and coverage of foreseeable liquidity needs).

**1. The Foundation submits the following documents to the supervisory authority annually within 6 months following the end of the fiscal year:**

a) the annual financial statement approved by the board of trustees, legally signed, including the balance sheet, operating statement, and appendix with previous year’s figures,

b)* ...

c) the audit report,

d)* if applicable, the comprehensive report according to Article 728b paragraph 1 of the Swiss Code of Obligations [3],

e)* a list of the personnel composition of its bodies, with an indication of their signing authority,

f)* an activity report,

g)* for companies predominantly controlled by the foundation, also the financial statement and the audit report of the controlled company and, if applicable, the consolidated financial statement.

**2. Article 83a of the Swiss Civil Code applies to accounting.**

1. The supervisory authority may exempt a foundation from the obligation to appoint an auditor if the conditions under Article 83b, paragraph 2 of the Civil Code are met and the financial circumstances are straightforward. The decision is to be communicated to the commercial register office. The exemption may be revoked at any time.

2. If the foundation is exempt from the obligation to appoint an auditor, it must annually submit the documents required under § 7, paragraph 1. Moreover, it must confirm

a) that the annual financial statements are complete and that all relevant business transactions and facts are represented in accordance with the law (declaration of completeness),

b) the balance sheet is prepared at market values,

c) the assets have been used in accordance with the purpose, and

d) the conditions for the exemption continue to be met.

3. If the foundation voluntarily appoints an auditor, the corresponding report must be attached to the reporting documents.

1. If the prerequisites for an amendment of the foundation deed are met, the Board of Trustees may apply to the supervisory authority for an amendment of the foundation deed.

2. The following documents must be attached to the application

a) the current foundation deed,

b) the resolution of the Board of Trustees regarding the amendment of the deed,

c) the justification for the amendment.

3. The supervisory authority shall examine whether the legal requirements for an amendment of the foundation deed are met. It shall execute the amendment and send the order regarding the deed amendment to the commercial register office.

4. In the case of a change of purpose at the request of the founder or due to their disposition mortis causa pursuant to Article 86a of the Swiss Civil Code, the resolution of the Board of Trustees and the justification for the amendment (paragraph 2, letters b) and c) of this provision) need not be submitted.

5. Amendments to the deed pursuant to Articles 85 and 86 of the Swiss Civil Code shall be resolved by the government council. Paragraphs 1 and 2 of this provision are applicable.

1. Resolutions on Asset Transfer and Asset Distribution, as well as Resolutions on Liquidation, Merger, or Spin-Off, may only be executed following approval from the supervisory authority.

1. Sections 3 - 8 shall apply mutatis mutandis to the public law foundations referred to in Section 1 letter a of this Regulation.

1. Appeals against decisions of the supervisory authority can be lodged with the administrative court.

2. ...

1. The Ordinance on the Supervision of Foundations of December 2, 1980, with annex, is repealed.

2. This Ordinance shall enter into force on January 1, 1999, subject to the right of objection by the Cantonal Council.

3. The Department shall prepare the annual report and financial statements for the BVG and Foundation Supervision for the fiscal year 2017 for the attention of the supervisory authority.