Supreme body ("Oberstes Organ"), board of management("Verwaltung") and auditor ("Revisionsstelle") – by March 1st, 2020 the legal requirements and obligations for appointing this triad have been loosened.
Below you will find an overview of the newly created possibility of waiving the audit review and therefore the appointment of an auditor.
Who is eligible for the option to waive the audit review?
Companies that meet the requirements of a micro-enterprise within the meaning of Art. 1064 para. 1a of the Persons and Companies Act (PGR) and operate a commercial business may waive the review.
Companies are considered to be micro-enterprises ("Kleinstunternehmen") in accordance with the Persons and Companies Act if they do not exceed two of the three following criteria:
- Balance sheet total of CHF 450'000;
- Net turnover of CHF 900'000 (Art. 1081 PGR) of the financial year preceding the balance sheet date;
- 10 employees on average during the financial year.
Who is excluded from this option?
The following companies are excluded from the possibility of waiving the audit review:
- Segmented legal entities;
- Stock companies with bearer shares
- Holding Companies (thus not being commercially active)
When can the audit review be waived for the first time?
The option to waive the auditor's review is applicable for the first time to financial years beginning on or after January 1st, 2020.
Waiving of the auditor's review on formation
Waiving the auditor's review can be declared in the course of company formation by being included to the formation document. In this case, the company does not need any auditor. Therefore, only the following documents are required for registration:
- Special power of attorney (if the founders are not personally attending the public notarization);
- Declaration of acceptance and company signature declaration of the management;
- Capital confirmation of the minimum capital;
- Statutes
- Application for registration
Waiving of the audit review regarding an existing company
An existing company can also waive the audit review. In this case, (i) an amendment to the statutes and (ii) notification of the waiver of the audit review must be submitted to the commercial register.
The following documents must be enclosed with the notification of the waiver of the audit review:
- Original protocol on the unanimous resolution of the supreme body or an extract from this protocol, a circular resolution or the individual waivers; and
- a copy of the profit and loss accounts, balance sheets and annual reports for the last two financial years.
With the notification of the waiver of the audit review to the commercial registry, the deletion of the previous auditors from the registry has to be requested as well.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
