100 years for a private foundation: Which date counts?

Section 7(1) PSG distinguishes formation from existence. The foundation declaration establishes the private foundation, but it comes into existence as a legal entity only when entered in the commercial register. Section 35(2)(3) PSG refers to the duration of the private foundation. Read together, the provisions make its first register entry the relevant starting point for the 100 years.

The date of the foundation declaration and the date on which the registration application was filed may be earlier. Each records a different step. The private foundation exists as a legal entity only from its entry.

Section 13(3)(2) PSG requires the date of the foundation deed and each amendment to be entered in the commercial register. The statute therefore records the document date separately from the foundation's coming into existence under section 7.

A later amendment has its own date. To establish the duration of the private foundation, identify the first register entry of the legal entity. A deed date or the date of a later amendment does not replace that evidence.

If the available records do not clearly show the first entry date, obtain an appropriate historical register extract or the original registration decision. A current short extract is useful only if it clearly confirms the initial entry.

Section 35(2)(3) PSG covers a non-charitable private foundation whose predominant purpose is to provide for natural persons. The provision does not apply to every private foundation as a blanket rule.

The foundation declaration and the way the purpose is put into effect need to be reviewed. Where purposes are mixed or have changed, the applicability cannot be determined from the foundation's name alone.

A shorter duration specified in the foundation declaration requires a separate assessment. Section 35(1)(1) PSG lists the expiry of that declared duration as its own ground for dissolution.

If the requirements in section 35(2)(3) PSG are met and the private foundation has existed for 100 years, the foundation board must pass a unanimous resolution to dissolve it. Continuation is possible if all ultimate beneficiaries decide unanimously. Each further period may last no more than 100 years.

The passage of 100 years does not itself remove the private foundation from the register. Under section 35(1)(4) and section 35(5) PSG, dissolution following the board's unanimous resolution takes effect when entered in the commercial register. Winding up is a separate step.

First obtain evidence of the private foundation's initial entry. Place the foundation declaration and later registered amendments alongside it. This makes clear which date establishes the legal entity and which dates relate to documents or changes.

Then check whether the foundation's purpose falls within section 35(2)(3) PSG and whether the declaration sets a separate duration. If continuation is being considered, the relevant documents must also establish who the ultimate beneficiaries are and whether unanimity can be reached.

If the register extract, registration decision and foundation declaration show inconsistent dates, resolve the discrepancy before taking a decision. The statutory starting point is the initial entry, not a derived or rounded founding year.