Guides

Changing a Swiss Foundation’s Purpose: Article 86 in Practice

By Hansruedi Mueller, Swiss foundation lawyer · Published 21 July 2026 · Last updated 21 July 2026

A Swiss foundation’s purpose is meant to last. When a founder endows a foundation, the purpose they set is the foundation’s reason to exist, and Swiss law protects it against casual change. But “meant to last” is not “can never change”, and the Civil Code sets out a small number of routes, in Articles 85, 86, 86a and 86b, through which a purpose or the deed around it can be altered. This guide explains which route applies when, and why the answer is rarely a simple yes.

The starting point matters: nobody, not the board and not even the founder, can simply rewrite the purpose at will. Each route has its own trigger and its own decision-maker, usually the competent authority rather than the foundation itself. Understanding that structure tells you both what is possible and, just as often, what is not.

If you are setting up a foundation and want flexibility built in, the time to plan for it is at the drafting stage, not years later when circumstances have changed and your options have narrowed. The reserved right under Article 86a is the clearest example.

Key takeaways

• A Swiss foundation’s purpose is protected; it cannot be changed at the board’s or founder’s discretion.
• Article 86 ZGB lets the competent authority change the purpose where the original purpose has become impractical or taken on a wholly different meaning.
• Article 86a ZGB lets a founder change the purpose only if they reserved that right in the deed, and no earlier than 10 years after establishment or the last change.
• Article 85 ZGB covers changes of organisation; Article 86b ZGB covers minor deed amendments on objective grounds.
• Changes are decided by the supervisory or competent authority, not by the foundation alone.

The default: the purpose is fixed

A foundation’s purpose is deliberately hard to change, and that is the point. When a founder dedicates assets to a purpose, the law treats that dedication as binding: the assets must serve the stated purpose, and the board’s job is to pursue it, not to reinterpret it. This durability is one of the reasons a foundation is chosen over more flexible vehicles; a founder can be confident their intent will outlive them.

The flip side is that changing the purpose requires a legal basis and, in almost every case, a decision by the competent authority. The board cannot vote to redirect the foundation to a new cause, and the founder cannot demand it unless the law or the deed allows. The routes below are the exceptions to an otherwise firm rule.

Article 86: change of purpose by the authority

Article 86 ZGB allows the competent authority to change a foundation’s purpose in defined circumstances. On application by the supervisory authority or the foundation’s governing body, the authority may alter the purpose where the original purpose has taken on a wholly different significance or effect, so that the foundation has become estranged from the founder’s original intention. The classic case is a purpose that has become impractical, pointless or unlawful with the passage of time, a foundation to cure a disease that has since been eradicated, for example.

The threshold is high. Article 86 is not a route to modernise a purpose that has merely become less convenient or less fashionable; it exists for situations where clinging to the original wording would defeat, rather than serve, what the founder was trying to achieve. The authority also tries, as far as possible, to keep the changed purpose close to the founder’s original intent rather than replacing it wholesale.

Article 86a: the founder’s reserved right

Article 86a lets the founder change the purpose, but only under strict conditions. A founder can reserve, in the foundation deed, the right to have the purpose amended later. Even then, the right can be exercised no earlier than 10 years after the foundation was established, or after the last purpose change. The request goes to the competent authority, which amends the deed accordingly.

Two points make this route narrower than it first sounds. First, the right only exists if it was written into the deed at the outset; it cannot be added later. Second, where the foundation pursues a public or charitable purpose, the new purpose must remain public or charitable, a founder cannot use Article 86a to turn a charity into a private-benefit vehicle. This is why anyone who wants future flexibility should reserve the right when the foundation is set up, a decision we flag in our guide to setting up a Swiss foundation.

Articles 85 and 86b: organisation and minor changes

Not every change touches the purpose, and the lighter-touch routes matter too. Article 85 ZGB lets the competent authority change the foundation’s organisation, its internal structure and governance, on a proposal from the supervisory authority or the governing body, where this is needed to preserve the assets or secure the purpose. This is about how the foundation is run, not what it is for.

Article 86b ZGB allows the supervisory authority to make minor amendments to the deed where they are justified on objective grounds and do not impair the rights of third parties. These are the small, sensible adjustments that keep a foundation workable over time without disturbing its purpose. Between them, Articles 85 and 86b handle most of the practical housekeeping, leaving Articles 86 and 86a for the rarer question of the purpose itself.

When change is not the answer

Sometimes the right route is not amendment but dissolution, or a fresh foundation. If a foundation’s purpose can no longer be pursued and none of the amendment routes fits, the proper course may be to wind it up and apply the remaining assets to a related purpose, rather than force an ill-fitting change. Our guide to dissolving a Swiss foundation sets out that process, which is itself supervised and constrained.

Because the routes are technical and the thresholds high, changing a foundation’s purpose is a matter to plan carefully and, in practice, to take advice on. If you are weighing a change to an existing foundation, or want to build flexibility into a new one, contact us and we will map the options against your situation.

Frequently asked questions

Can the board of a Swiss foundation change its purpose? No, not on its own. The board cannot simply vote to redirect the foundation to a new purpose. A change of purpose requires a legal basis under the Civil Code and, in almost all cases, a decision by the competent authority. The board can apply for a change under Article 86, but it does not decide the matter itself.

What does Article 86 ZGB actually allow? Article 86 lets the competent authority change a foundation’s purpose where the original purpose has taken on a wholly different meaning or effect, so that the foundation has drifted from the founder’s intention, for instance where the purpose has become impractical, pointless or unlawful. The threshold is high, and the authority tries to keep the new purpose close to the founder’s original intent.

Can a founder change the purpose of their own foundation? Only if they reserved that right in the foundation deed, and even then not before 10 years have passed since the foundation was established or since the last purpose change. The change is made by the competent authority under Article 86a. If the deed did not reserve the right, the founder cannot later change the purpose at will.

Why is there a 10-year wait under Article 86a? The 10-year period balances the founder’s wish for flexibility against the foundation’s need for stability and the protection of its purpose. A foundation is meant to be durable, so the law allows a reserved change only after a meaningful period has elapsed, preventing the purpose from being treated as something the founder can revise on a whim.

Can a charitable foundation be changed into a private one? No. Where a foundation pursues a public or charitable purpose, a change under the founder’s reserved right must keep the new purpose public or charitable. Article 86a cannot be used to convert a charity into a private-benefit vehicle, and doing so would also jeopardise the foundation’s tax-exempt status.

What is the difference between changing the purpose and changing the organisation? Changing the purpose (Articles 86 and 86a) alters what the foundation exists to do. Changing the organisation (Article 85) alters how it is structured and governed, its bodies, procedures and internal rules, without touching the purpose. Organisational changes are decided by the competent authority to preserve the assets or secure the purpose, and are generally more readily available.

What are minor amendments under Article 86b? Article 86b lets the supervisory authority make small amendments to the foundation deed where they are objectively justified and do not impair third-party rights. These are practical adjustments that keep the foundation workable over time, distinct from the harder question of changing the purpose itself, and they do not need the high threshold that Article 86 requires.

What if none of these routes fits our situation? If a foundation can no longer pursue its purpose and no amendment route applies, the appropriate course may be dissolution, winding up the foundation and applying its remaining assets to a related purpose under supervision. Which route fits is a legal judgment, so take advice before assuming a purpose change is either available or the best option.

This article is general information and not a substitute for formal legal advice. Changing a foundation’s purpose is a supervised process with high thresholds. Please contact us for advice on your specific case.

Sources

• Change of foundation purpose and organisation, Swiss Civil Code Arts. 85, 86, 86a and 86b (fedlex.admin.ch, SR 210); founder’s reserved right to amend the purpose exercisable no earlier than 10 years after establishment or the last amendment (Art. 86a).
• Requirement that a changed public/charitable purpose remain public/charitable, Art. 86a para. 2 ZGB.
• Role of the supervisory and competent authorities in foundation amendments, Federal Supervisory Authority for Foundations and cantonal supervisory authorities.