Audit requirements in Switzerland depend on the size of your company. A company must undergo an ordinary audit when it exceeds two of three thresholds — a balance sheet total above CHF 20 million, turnover above CHF 40 million, or more than 250 full-time employees — in two consecutive financial years (art. 727 CO). Smaller companies fall under a limited audit, and those with no more than 10 full-time staff may opt out with the consent of all shareholders (art. 727a CO). My Swiss Company AG (Lucerne) / SA (Geneva) has guided international companies through these choices since 1989.
Contents
- When does a Swiss company need an audit?
- Ordinary audit: the three size thresholds
- Limited audit (limited statutory examination)
- Opting-out: waiving the audit
- Ordinary vs limited audit vs opting-out: comparison
- Who can audit: licensed auditor vs licensed audit expert
- What happens if a company has no auditor
- Opting-in: choosing a voluntary audit
- How much does an audit cost in Switzerland?
- Do you need an audit? A quick checklist
- FAQ
When does a Swiss company need an audit?
A Swiss capital company must appoint a statutory auditor from incorporation, unless it qualifies for opting-out and every shareholder agrees to waive the review. The statutory audit obligation comes from the Code of Obligations and scales with size: the largest companies face a full ordinary audit, most SMEs a limited audit, and only the smallest can waive it altogether.
The rules were written for the company limited by shares (SA/AG) and apply, by reference, to the other legal forms:
- SA/AG and Sàrl/GmbH: the audit provisions of art. 727–727a CO (art. 818 CO extends them to the Sàrl/GmbH).
- Cooperative: the same regime, through art. 906 CO.
- Association: an ordinary audit is required above the size thresholds (art. 69b of the Civil Code).
- Foundation: an auditor is mandatory in principle, though the supervisory authority may exempt small foundations (art. 83b of the Civil Code).
Ordinary audit: the three size thresholds
An ordinary audit (révision ordinaire) is the most thorough regime and is governed by art. 727 CO. It becomes mandatory as soon as a company exceeds two of the following three thresholds in two consecutive financial years:
- a balance sheet total above CHF 20 million;
- turnover above CHF 40 million;
- more than 250 full-time positions on annual average.
Beyond size, an ordinary audit is also required for publicly traded companies, and where shareholders representing at least 10% of the share capital demand one (art. 727 al. 2 CO) — a minority-protection right that a controlling owner cannot override.
In substance, the ordinary audit provides reasonable assurance: the auditor checks that the financial statements comply with the law and the articles of association, and confirms that an internal control system exists.
Holding companies and groups: consolidated accounts
A point the general guides tend to miss: any company required to prepare consolidated accounts must undergo an ordinary audit, whatever its standalone size (art. 727 al. 1 ch. 3 CO). A Swiss holding at the head of a group therefore falls into the ordinary-audit regime even when the holding entity itself is small. A small group can be exempt from consolidating when it stays below two of the three thresholds (art. 963a CO), which removes the trigger.
Limited audit (limited statutory examination)
The limited audit — formally the limited statutory examination, art. 727a CO — is the default regime for the many SMEs that stay below the ordinary-audit thresholds. It is a lighter review: the auditor works mainly through inquiry and analytical procedures and confirms that nothing has come to their attention suggesting the accounts fail to comply with the law and the articles.
This is “limited assurance”, as opposed to the reasonable assurance of an ordinary audit. There is no examination of the internal control system, and the report to the general meeting is short. For a typical trading or holding SME, the limited audit is the regime you will meet unless you opt out.
Opting-out: waiving the audit
A company may waive the limited audit entirely — opting-out — when it has no more than 10 full-time positions on annual average and all shareholders consent (art. 727a al. 2 CO). Both conditions are cumulative: a single shareholder, however small their stake, can refuse and keep the audit in place.
The waiver carries over to later years, but it is never permanent. Each shareholder may request a limited audit up to 10 days before the general meeting, which then has to elect an auditor (art. 727a al. 4 CO). In practice, opting-out suits a wholly-owned subsidiary or a company with a small, aligned group of shareholders; it is fragile where ownership is split.
Advice from My Swiss Company
Opting-out lowers cost, but it is not always in your interest. Banks, investors and a foreign parent company frequently ask for reviewed accounts before granting credit or consolidating results. Before you waive the audit, we weigh the saving against the credibility that reviewed accounts give you with third parties — and we document the shareholders’ decision correctly.
Ordinary vs limited audit vs opting-out: comparison
The three regimes differ in who they apply to, how deep the review goes, and which auditor you must appoint. The table below sets them side by side — the comparison most competing guides describe only in prose.
| Criterion | Ordinary audit | Limited audit | Opting-out |
|---|---|---|---|
| Legal basis | art. 727 CO | art. 727a al. 1 CO | art. 727a al. 2 CO |
| Which companies | Public companies; two of three size thresholds exceeded over two years; groups preparing consolidated accounts; or on request of shareholders holding ≥ 10% | SMEs below the ordinary-audit thresholds (default regime) | Companies with ≤ 10 full-time employees, with the consent of all shareholders |
| Depth of review | Reasonable assurance; verifies the accounts and the existence of an internal control system | Limited assurance; inquiry and analytical procedures, plausibility of the accounts | None |
| Auditor required | Licensed audit expert (state-supervised firm for public companies) | Licensed auditor | None |
| Audit report | Detailed opinion to the general meeting, plus a comprehensive report to the board | Short report to the general meeting | None |
| Commercial register | Auditor entered | Auditor entered | No auditor entered |
Source: Swiss Code of Obligations, art. 727–727a and 728–729.
Who can audit: licensed auditor vs licensed audit expert
The auditor must hold a licence from the Federal Audit Oversight Authority (FAOA / RAB-ASR), and the level of licence depends on the regime:
- Limited audit: a licensed auditor (réviseur agréé).
- Ordinary audit: a licensed audit expert (expert-réviseur agréé), a higher qualification.
- Public companies: a state-supervised audit firm.
Independence is central. For an ordinary audit, the auditor must be fully independent of the company (art. 728 CO); for a limited audit the rules are lighter but still bar the auditor from any role that would compromise their judgement (art. 729 CO). On an ordinary audit, the lead auditor must rotate after seven years at most (art. 730a CO). Because the same firm cannot both keep your books and sign the audit opinion, the two roles are kept separate.
What happens if a company has no auditor
Leaving a required auditor’s seat empty is an organisational deficiency. Any shareholder, creditor or the commercial registrar can ask the court to act (art. 731b CO). The court can order the company to restore the situation within a deadline, appoint the missing auditor itself, or — as a last resort — dissolve the company and order its liquidation.
This is why a valid opting-out matters. Without the unanimous shareholder resolution and the condition of 10 or fewer employees, a company that simply stops appointing an auditor is exposed, not exempt.
Opting-in: choosing a voluntary audit
A company that is not legally required to have an ordinary audit can still choose one, either in its articles of association or by resolution of the general meeting (art. 727 al. 3 CO). The same logic lets a company that could opt out keep a limited audit instead. This voluntary choice — opting-in — is common when credibility matters more than the fee.
Foreign groups often opt in for a concrete reason: a lender, an incoming investor or head-office consolidation wants independently reviewed Swiss figures. An audit trail also smooths a future sale or fundraising. Where your accounts feed a foreign parent, pairing an audit with sound Swiss accounting standards makes the numbers portable across borders.
How much does an audit cost in Switzerland?
Audit costs in Switzerland depend on the regime, the transaction volume and the quality of the accounts handed to the auditor. As a market indication:
| Audit type | Indicative annual cost (CHF) |
|---|---|
| Limited audit — small SME | 2,000–6,000 |
| Ordinary audit — mid-size company | from 10,000 (commonly 15,000–40,000+) |
Market indications. The audit is performed by an independent licensed auditor and is billed separately from your accounting provider’s fee.
Clean, audit-ready bookkeeping is the single biggest lever on the final invoice: the fewer questions the auditor has to raise, the lower the fee. Keeping the books to a consistent standard through the year — part of sound accounting in Switzerland — usually pays for itself at audit time.
Do you need an audit? A quick checklist
Run through the following to place your company in the right regime:
- Did you exceed two of the three thresholds (CHF 20M balance sheet, CHF 40M turnover, 250 employees) in two consecutive years? → ordinary audit.
- Are you a group head preparing consolidated accounts, or a publicly traded company? → ordinary audit.
- Below the thresholds, but with more than 10 full-time employees, or shareholders who want a review? → limited audit.
- No more than 10 full-time employees and unanimous shareholder consent? → you may opt out — or opt in voluntarily if a bank or investor expects reviewed accounts.
For a foreign-owned company, the audit choice is never only about cost. It sits alongside genuine economic substance — an effective seat, local governance and a resident director in Switzerland — which banks and tax authorities expect to see. My Swiss Company advises on the opting-out and opting-in decision, documents the shareholders’ resolution, and coordinates the ordinary or limited audit with an independent licensed auditor through its network, as part of its administration services for Swiss companies.
Important
Thresholds are measured on annual average and over two consecutive financial years — one exceptional year does not, on its own, move you into the ordinary-audit regime. Conversely, once you have crossed into it, you stay there until you fall below the thresholds for two consecutive years.
FAQ: audit requirements in Switzerland
When does a company need an audit in Switzerland?
A Swiss company needs an ordinary audit when it exceeds two of three thresholds — a balance sheet above CHF 20 million, turnover above CHF 40 million, or more than 250 full-time employees — in two consecutive financial years, or when it is publicly traded or heads a group with consolidated accounts (art. 727 CO). Below those thresholds, an SME needs a limited audit, unless it has 10 or fewer employees and all shareholders agree to opt out (art. 727a CO).
What is the difference between an ordinary and a limited audit?
An ordinary audit gives reasonable assurance: the auditor examines the financial statements in depth, confirms that an internal control system exists, and reports in detail to the general meeting and the board. A limited audit (limited statutory examination) gives limited assurance through inquiry and analytical procedures, with a short report and no review of internal controls. The ordinary audit requires a licensed audit expert; the limited audit, a licensed auditor.
Can a company waive the audit (opting-out)?
Yes. A company with no more than 10 full-time employees on annual average may waive the limited audit — opting-out — provided all shareholders consent (art. 727a al. 2 CO). The waiver applies to later years too, but any single shareholder can block it, and each shareholder may still request a limited audit up to 10 days before the general meeting. Without a valid opting-out, a company that simply appoints no auditor risks a court action for organisational deficiency (art. 731b CO).
Do holding companies need an audit?
Usually yes. A company that must prepare consolidated accounts — typically a holding at the head of a group — is subject to an ordinary audit regardless of its own size (art. 727 al. 1 ch. 3 CO). A small group can be exempt from preparing consolidated accounts when it stays below two of the three thresholds (art. 963a CO), which also removes the audit trigger. Each subsidiary is then assessed on its own figures.
How much does an audit cost in Switzerland?
A limited audit for a small Swiss SME typically costs between CHF 2,000 and CHF 6,000 per year, while an ordinary audit for a mid-size company starts around CHF 10,000 and often runs higher with complexity. The audit is carried out by an independent licensed auditor and is billed separately from your accounting. Clean, audit-ready books are the main way to keep the fee down.
Sources
- Swiss Code of Obligations, art. 727 (ordinary audit) — Fedlex
- Code of Obligations, art. 727a (limited audit and opting-out) — Fedlex
- Code of Obligations, art. 731b (deficiencies in the organisation of the company) — Fedlex
- Federal Audit Oversight Authority (FAOA / RAB-ASR)
- SME Portal for small and medium-sized enterprises (kmu.admin.ch)
Conclusion
Audit requirements in Switzerland follow a clear, size-based logic: an ordinary audit above the CHF 20 million / CHF 40 million / 250-employee thresholds and for groups with consolidated accounts, a limited audit for most SMEs, and opting-out only for the smallest companies with unanimous shareholder consent (art. 727–727a CO). Choosing the right regime — and deciding when a voluntary audit strengthens your standing with banks and investors — is a governance decision, not just a compliance box. My Swiss Company AG (Lucerne) / SA (Geneva), a corporate services provider active since 1989 across Geneva, Lucerne and Zug for clients from 20+ countries, advises on that choice and coordinates the audit end to end. Talk to our team to place your company in the right audit regime.
