Facts
The Morges and Surrounding Area Music Conservatory Foundation was established in April 1993 and requested its registration in the commercial register. The commercial register officer rejected the application, demanding the registration of all members of the foundation council, whereas the Foundation only requested the registration of the members authorized to represent it. The Appeals Chamber of the Cantonal Court of the Canton of Vaud upheld the Foundation's appeal. The Federal Tribunal dismissed the public law appeal filed by the Federal Department of Justice and Police (DFJP).Considerations
The Federal Tribunal considered that the "Directive of 4 February 1993 on the registration of foundation council members", issued by the Federal Office of the Commercial Register, does not have the force of law. Contrary to this directive, only the governing bodies authorized to represent the foundation are required to be registered in the commercial register. However, the foundation has the option to obtain the registration of other persons.
According to the Tribunal, Art. 81(2) CC stipulates that the registration of a foundation in the commercial register shall indicate the names of the members of the management, i.e., the persons responsible for the management and representation of the foundation. However, the law does not prescribe the organization of a foundation, which is determined by the articles of incorporation. Therefore,…