Foundation board representation: who may sign for a private foundation?

The foundation board manages and represents the private foundation. Section 17 of the Private Foundation Act provides the statutory starting point, while the foundation deed may set out the internal organisation and permissible authorisations in more detail. The first step is therefore not merely to identify a board member, but to establish the representation rule that applies to this foundation.

The review should cover the current commercial-register extract, the appointment and signing authority of the board members, and the relevant provisions of the foundation deed and supplementary deed. An outdated extract, an obsolete resolution or an informal email cannot replace that verification.

Where joint representation applies, the required persons must make the declaration together. A special authorisation may alter the handling of a defined transaction, but it cannot be assumed in the abstract. Its basis, scope and connection with the transaction should be recorded.

An internal resolution first answers whether the board approves the transaction for the private foundation. It does not automatically answer who may represent the foundation externally. The representation rule must be checked separately against the resolution and the final contract.

The reverse can also occur: a person may appear authorised in the commercial register even though an internal board resolution, a consent required by the deed or a court approval is still missing. External signature and internal authority should therefore never be compressed into one formality.

The file should connect the deed basis, register position, resolution, any power of attorney and the final contract. This makes it possible to identify the legal basis for each signature later.

A power of attorney can make practical processing easier. It cannot simply be used to prove that statutory or deed-based organ representation, consent or approval is unnecessary. The issuer, form and scope of the power must fit the actual transaction.

It matters whether a board member is only preparing documents, signing the contract for the foundation or forwarding a declaration already made by an authorised organ. These activities do not have the same legal meaning. The file should describe the person’s precise function and authority.

Real estate, shareholdings, financing and other transactions subject to formal requirements may bring additional conditions. Signing authority must be assessed together with the form and approval route applicable to the transaction.

If a private foundation without a supervisory board enters into a transaction with a member of its foundation board, section 17(5) of the Private Foundation Act requires approval by all other board members and by the court. Correctly signing through the other members does not replace that special approval route.

The other board members must assess the contract independently. The file should explain the performance, consideration, term, economic benefit, comparable conditions and effect on the foundation. The board member who is the contracting party cannot resolve the conflict through their own signature.

Whether an indirect benefit or a related person triggers the same provision depends on the facts. These cases should not be equated automatically with a direct contract. The article on transactions with a foundation board member explains the approval route in detail.

After signing, the final contract, signature evidence and relevant resolution should be kept together without ambiguity. Differences between the draft and the signed version need to be clarified and recorded promptly.

For continuing contracts, later amendments, payments and a change in the foundation board belong in the follow-up review. A new board member or changed representation rule may affect practical handling, but does not automatically reopen every existing contract.

If the basis remains unclear, distinguish a missing signature from a missing internal resolution and from a missing approval. That distinction shows whether the file needs a narrow completion or a wider legal clarification.