Audit requirement in Switzerland

The Code of Obligations (CO) regulates the legal framework for bookkeeping, accounting and auditing of sole proprietorships, partnerships and legal entities regardless of the legal form of the company.

Audits are mandatory for the following legal entities: companies limited by shares, limited liability companies, cooperatives, partnerships by limited shares, associations and foundations.

Ordinary audits

Ordinary audits are mandatory for major companies. This includes:

Publicly traded companies, which are companies that have equity securities listed on a stock exchange, have bonds outstanding, or contribute at least 20% of their assets or sales to the consolidated financial statement of a company listed on a stock exchange.

Companies that are required to prepare consolidated financial statements.

Companies that exceed two of the following thresholds in two successive fiscal years: a balance sheet total of CHF 20 million, sales revenue of CHF 40 million, or 250 full-time positions on an annual average.

Companies whose shareholders request an ordinary audit, and the holdings of these shareholders represent at least 10% of the share capital.

Companies whose articles of association require an ordinary audit of the annual financial statements or companies whose general meeting of shareholders specifically resolves to have an ordinary audit of the annual financial statements performed as an exception.

Limited audits

A company may choose to have a limited audit performed or may be required to have a limited audit conducted if the requirements for an ordinary audit are not met.

No audit (opting-out)

A limited audit does not have to be performed if all shareholders agree to forgo the audit and if the company does not have more than ten full-time positions on an annual average.

If the shareholders decide against having a limited audit performed, then this waiver of a limited audit also applies to the years that follow. Any shareholder has the right to request a limited audit at least ten days before the general meeting of shareholders. If a limited audit is requested, the general meeting of shareholders must choose the auditor.