The audit of accounts is a control mechanism provided for by Swiss law to guarantee the reliability of companies' financial statements. The auditing body, independent of the company, examines the annual accounts and issues a report to the general meeting.
Swiss audit law is governed by articles 727 to 731a of the Code of Obligations (CO) and the Auditor Oversight Act (AOA). This guide explains the different types of audit, applicable thresholds and the possibilities for waiver.
The two types of audit in Switzerland
Ordinary audit
The ordinary audit is the most thorough form of control. It includes a detailed examination of the annual accounts, the management report and the proposal for the appropriation of profits, as well as an evaluation of the internal control system (ICS).
The auditing body issues a detailed report comprising:
- An opinion on the compliance of the accounts with the law and the articles of association
- An evaluation of the internal control system
- A recommendation to the general meeting (approval with or without reservations, or rejection)
Ordinary audit must be performed by a licensed audit expert registered with the Federal Audit Oversight Authority (FAOA).
Limited review
The limited review is a simplified form of audit. It is based primarily on interviews with the persons responsible, analytical procedures and detailed sample testing. It does not include an examination of the internal control system.
The auditing body issues an attestation indicating whether it has encountered any elements leading it to conclude that the accounts do not comply with the law and the articles of association. Limited review may be performed by a licensed auditor.
Thresholds determining the type of audit
The type of audit to which a company is subject depends on its size and nature:
| Criterion | Ordinary audit | Limited review | Opting out possible |
|---|---|---|---|
| Listed company | Always | - | No |
| Total assets | ≥ CHF 20 million * | < CHF 20 million | - |
| Revenue | ≥ CHF 40 million * | < CHF 40 million | - |
| Average annual headcount | ≥ 250 employees * | < 250 employees | - |
| Company < 10 employees | - | Yes (unless waived) | Yes (unanimity) |
* Ordinary audit is mandatory when two of the three thresholds are exceeded during two successive financial years (art. 727 para. 1 no. 2 CO).
Mandatory ordinary audit cases
Regardless of thresholds, ordinary audit is mandatory for:
- Listed companies
- Companies that are debtors of a bond issue
- Companies contributing at least 20% of assets or revenue to the consolidated accounts of a company subject to ordinary audit
- Foundations subject to supervisory authority control
Waiver of audit (opting out)
Companies with fewer than 10 full-time employees on an annual average may waive limited review if all shareholders or members consent (art. 727a para. 2 CO).
Conditions for opting out
- The company employs fewer than 10 full-time equivalents on an annual average
- All shareholders/members consent to the waiver (unanimous decision)
- The company is not subject to ordinary audit
- The company is not subject to special provisions requiring an audit (banks, insurance companies, etc.)
Waiver procedure
- Unanimous decision of all shareholders/members (minutes)
- Notification to the commercial register office
- Registration of the waiver in the commercial register
- Deletion of the auditing body from the commercial register
Note: Even in case of opting out, the obligation to maintain compliant accounting remains in full. Banks and certain business partners may require an audit despite the waiver.
Audit costs in Switzerland
Audit costs vary considerably depending on the type of review and the size of the company:
| Type of audit | Price range | Company profile |
|---|---|---|
| Limited review | CHF 3,000 - 10,000 | SMEs, 10-50 employees |
| Ordinary audit | CHF 10,000 - 50,000+ | Large companies, 250+ employees |
| Opting out | CHF 0 (no audit) | Micro-enterprises, < 10 employees |
The cost depends on the number of hours required, the complexity of the accounting and the volume of transactions.
The role of the fiduciary in the audit
It is important to note that the fiduciary maintaining the accounting cannot serve as the auditing body for the same company (independence principle). However, the fiduciary plays an essential role in the audit process:
- Preparation of the audit file: we prepare a complete, structured and documented file for the auditing body
- Coordination: we liaise between the auditing body and your company
- Responding to questions: we answer the auditor's queries and provide requested supporting documents
- Follow-up on recommendations: we implement any recommendations from the auditing body
A well-prepared file by the fiduciary significantly reduces the time (and therefore cost) of the audit.
Responsibility of the auditing body
The auditing body is civilly liable for damage caused intentionally or through negligence in the performance of its mandate (art. 755 CO). It is bound by professional secrecy and must report serious violations of the law to the board of directors.
In case of manifest over-indebtedness and inaction by the board of directors, the auditing body must notify the court (art. 725b para. 4 CO).
How AX-Fiduciaire supports you
At AX-Fiduciaire, we support our clients at every step related to auditing:
- Advice on audit obligation: we determine whether your company is subject to ordinary audit, limited review, or whether opting out is possible
- Preparation of the annual closing: our accounts are prepared with the rigour necessary to facilitate the audit
- Selection of the auditing body: we can recommend approved and competent auditing bodies
- Complete coordination: we manage the relationship with the auditor to minimise your involvement
- Opting out procedure: if you are eligible, we prepare the necessary documents for the waiver
AX-Fiduciaire tip: Even if your company can waive the audit (opting out), a limited review remains a mark of credibility with your banks, investors and business partners. Carefully weigh the advantages and disadvantages before waiving.
Questions about the audit of your accounts? Contact us for personalised advice.