Swiss Verein
A Swiss Verein is a legal structure in Swiss law. It is similar to the Anglo-American voluntary association
Voluntary association
A voluntary association or union is a group of individuals who enter into an agreement as volunteers to form a body to accomplish a purpose.Strictly speaking, in many jurisdictions no formalities are necessary to start an association...

. Unlike in Germany, a Swiss Verein does not need to be registered in order to have a separate legal personality. A Verein can serve as a non-governmental organization (NGO) and this form is used by several Swiss sections of international NGOs such as Amnesty International
Amnesty International
Amnesty International is an international non-governmental organisation whose stated mission is "to conduct research and generate action to prevent and end grave abuses of human rights, and to demand justice for those whose rights have been violated."Following a publication of Peter Benenson's...

, and the World Wildlife Fund, as well as by business firms (see below). The form can also be used by political parties and alliances, such as trade unions.

As the establishment of a Verein involves only little paperwork and no registration or fees, it is an important legal form in Switzerland and often used by groups such as sport and social clubs. As discussed below, it has also become a useful form for multiparty business organizations.

The only requirement is that prior to the establishment, two persons draw up bylaws and appoint the organs of the Verein (such as the board and the auditors).

Commercial organizations

The Verein can also be used as a legal form for a business organization consisting of a number of independent offices, each of which has limited liability
Limited liability
Limited liability is a concept where by a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a company or partnership with limited liability. If a company with limited liability is sued, then the plaintiffs are suing the company, not its...

 vis-à-vis the others.

The form is often used by multinational professional firms to limit their global accountability. One advantage to the Verein structure is that because control of the firm is decentralized, offices are only bound by regulators in their country. For instance, non-US offices of accounting firms in a Verein structure are not bound by Securities and Exchange Commission subpoena
A subpoena is a writ by a government agency, most often a court, that has authority to compel testimony by a witness or production of evidence under a penalty for failure. There are two common types of subpoena:...

s from the United States.

Since the assets and earnings of a Swiss Verein are controlled by the member firms, Swiss Verein borrowers should provide a lender with guarantees from member firms or backup Letters of Credit.

Several court cases against accounting firms have attempted to use vicarious liability
Vicarious liability
Vicarious liability is a form of strict, secondary liability that arises under the common law doctrine of agency – respondeat superior – the responsibility of the superior for the acts of their subordinate, or, in a broader sense, the responsibility of any third party that had the "right, ability...

 and veil piercing
Piercing the corporate veil
Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders or directors. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it...

 arguments to find liability for the Verein based on a member's activities. Only one such argument has been successful in American courts: see Cromer Fin., Ltd. v. Berger, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. 2002) (parent Verein may be liable for office's securities fraud based on agency doctrine). Most Vereins now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency.

Examples of Swiss Verein-structured businesses include:
  • Baker & McKenzie
    Baker & McKenzie
    Baker & McKenzie is an international law firm, founded in Chicago in 1949 by Russell Baker and John McKenzie. It is home to more than 3,800 lawyers spread over 70 offices in 42 different countries....

  • Deloitte Touche Tohmatsu
    Deloitte Touche Tohmatsu
    Deloitte Touche Tohmatsu Limited , commonly referred to as Deloitte, is one of the Big Four accountancy firms along with PricewaterhouseCoopers , Ernst & Young, and KPMG....

     (until July 31, 2010)
  • Crowe Horwath International
  • DLA Piper
    DLA Piper
    DLA Piper is a global law firm with 76 offices across 30 countries and more than 4,200 lawyers. As of May 2011, it was the largest law firm in the world by number of attorneys. The firm's global revenues were $1.92 billion in 2009-2010. The firm is composed of two partnerships, DLA Piper...

  • Hogan Lovells
    Hogan Lovells
    Hogan Lovells is an international law firm co-headquartered in London, United Kingdom and Washington, D.C., United States. It was formed on May 1, 2010 following the merger of Washington-based Hogan & Hartson and London-based Lovells. The two firms' agreement to merge was announced on 15 December...

  • Norton Rose
    Norton Rose
    Norton Rose is an international legal practice offering a business law service from 39 offices across Europe, Asia Pacific, Canada, Africa and the Middle East...

  • SNR Denton
    SNR Denton
    SNR Denton is an international law firm co-headquartered in London, United Kingdom and Washington, D.C., United States. The firm operates in 60 locations across 43 countries and has around 1,250 lawyers...

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