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A Swiss association (" Verein" in German language, "association" in French language, "associazione" in Italian language) is a type of corporation in Swiss law. It is similar to the Anglo-American voluntary association. Unlike in Germany, a Swiss association does not need to be registered in order to obtain , but must be registered if it "conducts a commercial operation". An association can serve as a non-profit organization (NPO) or non-governmental organization (NGO) and this form is used by several Swiss sections of international NGOs such as Amnesty International, and the World Wildlife Fund, by business firms (see below) or by international organizations such as the FIFA. The form can also be used by political parties and alliances, such as trade unions.
As the establishment of an association involves 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. 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 association (such as the board and the auditors).
Since the assets and earnings of a Swiss association are controlled by the member firms, Swiss association 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 and veil piercing arguments to find liability for the association based on a member's activities.Only one such argument has been successful in American courts: see Cromer Fin., Ltd. v. Berger, No. 00 CIV. 2284 (DLC), 2002 WL 826847, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. May 2, 2002) (parent association may be liable for office's securities fraud based on agency doctrine). Most associations now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency.
The Swiss Verein is similar to the European Economic Interest Grouping (EEIG), but differs in that EEIG member firms share their liabilities while Verein member firms maintain separate liabilities.
Vereins are usually consolidated as single firms in law firm revenue and headcount rankings such as The American Lawyer's "AmLaw 100," while international referral networks such as Lex Mundi and informal "best friends" alliances are usually not consolidated for this purpose. However, some law firm vereins such as DLA Piper have minimal financial integration and primarily serve as referral relationships.
The cost sharing between verein members often has the economic effect of splitting fees between member firms in cases where work is referred between them, although revenue sharing between such member firms is often prohibited (this restriction being one of the major considerations underlying the verein structure). The details of cost sharing are not always clearly disclosed to clients and may result in higher fees than what would be charged outside of the verein relationship.
Vereins can also give rise to conflicts of interest. For example, the US arm of Dentons advised a plaintiff in suing Gap Inc., a longstanding client of the Canadian arm, which a US administrative court found created a conflict despite the fact that the two arms were operationally separate.
As of 2014, there were six major law firms structured as Swiss vereins, each averaging 3,100 attorneys and 46 offices in 33 countries (Dentons being the largest law firm worldwide by lawyer headcount):
The model is also used by some smaller international firms such as the employment law specialist Littler Mendelson.
The Anglo-Canadian law firm Gowling WLG, formed by a merger in February 2016, uses a variant of the Swiss Verein structure in which the firm's two partnerships are members of an English company limited by guarantee.
Taylor Wessing is a Swiss verein.
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