Social Enterprises and Benefit Corporations in Switzerland

Abstract

Many countries around the world have introduced specific legal forms to meet the needs of benefit corporations and social enterprises. Unlike these jurisdictions, Switzerland’s legislator has decided not to provide for such a dedicated legal structure. And this stance is unlikely to evolve since the Federal Council stated in 2018 that it did not intend to encourage the creation of a new legal structure for benefit corporations or social enterprises, although it supported private initiatives in this sector, such as the B corp movement. In this contribution, the authors analyze the social enterprise, benefit corporation and B corp movement in Switzerland and how such ventures may fit into existing legal structures, given the absence of any specific legal form. To this end, they will review the legal contours of corporations (LLC or LTD), cooperatives, and charities, namely, associations and foundations, and the possibilities that they offer for social enterprises and benefit corporations. Finally, the authors also address tax-related aspects, as well as past and current legislative initiatives intended to make Swiss law evolve towards a legal structure that would be dedicated to social enterprises or benefit corporations.