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Swiss Verein
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Swiss Verein : ウィキペディア英語版
Swiss Verein
A Swiss association ("''Verein''" in German, "association" in French, "associazione" in Italian) is a legal structure in Swiss law, defined in the civil code (Part one, title two, chapter two). It is similar to the Anglo-American voluntary association. Unlike in Germany, a Swiss association does not need to be registered in order to have a separate legal personality. It must be registered if it "conducts a commercial operation".〔(【引用サイトリンク】url=http://www.admin.ch/opc/en/classified-compilation/19070042/index.html#a61 )〕 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 Fédération Internationale de Football Association (FIFA). The form can also be used by political parties and alliances, such as trade unions.
As the establishment of an association 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.〔 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).〔
==Commercial organizations==
The association 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 ''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 subpoenas from the United States.〔
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'', 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. 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.〔

抄文引用元・出典: フリー百科事典『 ウィキペディア(Wikipedia)
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