Your accountant keeps the books. Do you also need to appoint a statutory auditor? The answer depends on your company’s audit regime, its owners’ rights and whether it has validly opted out of a limited audit.
The statutory auditor examines the accounts under a defined engagement. They do not take over responsibility for preparing the accounts or running the business. Understanding that distinction helps you choose the right professional and organise year-end work without confusing bookkeeping, advice and audit.
Key points
- An SA/AG or LLC generally requires a limited audit if no ordinary audit is required and it has not validly opted out.
- An ordinary audit is required, among other cases, when two of three thresholds are exceeded in two successive years: CHF 20 million in assets, CHF 40 million in revenue and 250 full-time equivalents.
- Opting out requires the consent of all owners and no more than ten full-time equivalents on annual average.
- Since 2025, an existing company’s waiver applies to future financial years and must be requested at the register before the relevant year starts.
- Check licensing, independence, appointment and timing separately.
What does a statutory auditor examine?
| Participant | Main responsibility |
|---|---|
| Management, board of directors or managing directors | Organise accounting, prepare the accounts and take responsibility for estimates and management decisions |
| Accounting firm | Prepare entries, year-end work and the documents agreed in its engagement |
| Statutory auditor | Examine the accounts under the applicable audit regime and issue the report |
| General meeting | Make the decisions within its powers, including approving accounts and allocating profits |
In a small company, one person may have several roles, but the functions remain distinct. Signing an audit report does not make the auditor responsible for managing the company.
The statutory auditor examines the accounts and matters within the legal engagement. Depending on the audit regime, this includes compliance with the law and articles of association and the proposed allocation of profits. The report informs owners before certain general meeting decisions.
It does not guarantee the business will never become bankrupt, that every contract is advantageous or that fraud cannot exist. An audit has a defined assurance level and limits; it is not an exhaustive check of every transaction.
Management remains responsible for the accounting organisation, valuations, information supplied and necessary action when problems arise. An unmodified report does not remove the need to monitor cash after year-end.
This guide primarily concerns Swiss companies limited by shares (SA/AG) and LLCs (Sàrl/GmbH). Associations and foundations have their own rules and statutory cross-references. Do not automatically apply every opting-out condition discussed here to them.
Ordinary audit, limited audit or opting-out?
Ordinary audit
An ordinary audit is required, among other situations, where a company exceeds two of the following thresholds in two successive financial years:
| Measure | Threshold to exceed |
|---|---|
| Total assets | CHF 20 million |
| Revenue | CHF 40 million |
| Annual average workforce | 250 full-time equivalents |
Other cases include public companies and those required to prepare consolidated accounts. Shareholders representing at least 10% of the share capital may also require an ordinary audit. The articles or general meeting can provide for one. For an LLC, also consider the right of a member subject to an additional-contribution obligation to request this audit.
An ordinary audit involves more extensive procedures than a limited audit, including checking the existence of an internal control system. This is not certification that every operational control is effective.
Limited audit
This is the default for companies that do not require an ordinary audit and have not validly waived the audit. Procedures include enquiries, analytical work and appropriate detailed testing.
The assurance level is lower than for an ordinary audit. The report should therefore not be read as the same conclusion obtained at a discounted fee.
Opting-out in brief
A company can waive the limited audit if it is not subject to an ordinary audit, has no more than ten full-time equivalents on annual average and every shareholder or member agrees. Our limited audit and opting-out guide explains the conditions, headcount calculation and timetable.
Since 2025, arrange a waiver in advance
An existing company must file its waiver application before the financial year concerned begins. Incorporation has a separate procedure allowing opting-out from the first year. The auditor must complete the final engagement: do not remove them from the register before the general meeting approves the last accounts still requiring an audit. See the practical opting-out timetable and end of the auditor’s term. Bookkeeping and approval of the accounts remain compulsory.
Specific examinations may still be necessary
A company with an opting-out may still need a licensed auditor for a particular transaction or financial situation.
Where there is a loss of capital under Article 725a CO, a company without a statutory auditor generally needs a limited audit of its latest annual accounts before approval. The law provides an exception where the board applies for a debt restructuring moratorium.
Where serious grounds suggest overindebtedness, the required interim accounts must be examined by the statutory auditor or, if none is appointed, a licensed auditor engaged for that purpose. Our company bankruptcy guide distinguishes these financial warning signs.
Certain capital transactions also require specific checks. Opting out does not mean the business will never again need a licensed audit professional.
Licensed auditor or licensed audit expert: what is the difference?
Choose the licence required for the engagement
Licences are issued by the Federal Audit Oversight Authority (FAOA; ASR in French, RAB in German). Qualifications and experience matter in obtaining one. For your company, the useful check is the provider’s current licence.
| Engagement | Required authorisation |
|---|---|
| Limited audit | At least a licensed auditor; a licensed audit expert can also perform it |
| Ordinary audit of a non-public company | Licensed audit expert |
| Audit of a public company | State-supervised audit firm |
How to check the FAOA register
- Open the FAOA website and follow the link to its public register.
- Search for the firm’s exact legal name and check its licence type and status.
- Ask who will lead your engagement and verify that person’s individual licence as well.
- Compare these details with the engagement letter and your company’s audit regime.
Example: a firm licensed as an audit expert may appoint a licensed auditor to lead a limited audit. To lead an ordinary audit, the responsible individual must themselves hold an audit expert licence. The firm’s licence does not replace the individual’s authorisation.
Independence
An auditor must be able to exercise judgement without relationships incompatible with the engagement. Management roles, financial interests and certain personal or commercial relationships can cause problems.
For a limited audit, participation in bookkeeping is not prohibited in every case. Management must retain responsibility for accounting decisions, and safeguards against self-review are required. Completely outsourcing accounting decisions to the auditor does not become acceptable because the engagement is described as “limited”.
Ask the firm to explain its organisation and independence safeguards. Ordinary audits face stricter requirements. Do not assume an arrangement accepted for a limited audit is also acceptable for an ordinary audit.
Six questions to ask before choosing an auditor
- Do the firm and engagement leader hold the licences our audit requires?
- Who will perform the work and who will sign the report?
- What other services do you provide to us, and how do you manage independence risks?
- Which documents must we supply, and by what date?
- Will the report be ready before the general meeting documents must be made available?
- What does the quoted fee include, and how will additional work be agreed?
For a limited audit, accounting assistance may be permitted subject to conditions, including appropriate separation of staff and organisation. It does not remove management’s responsibility. The FAOA explains the independence requirements in English.
Appointing, renewing or replacing the auditor
The general meeting elects the statutory auditor. The appointment covers one to three financial years and ends when the last relevant accounts are approved. It can be renewed. The term is therefore not automatically three years in every company.
Prepare the acceptance of the appointment, general meeting resolution and commercial register documents. Agree the scope, timetable and fees before the election. Our Swiss general meeting guide includes a practical minutes template.
Under the current company law rules, the general meeting may remove the statutory auditor only for good cause. Do not rely on the old statement that it can dismiss the auditor freely at any time. An auditor who resigns must also communicate the reasons to the board, which then informs the next general meeting as required by law.
For an ordinary audit, statutory rotation concerns the person leading the audit: a maximum of seven years, followed by a three-year interruption before returning to the same engagement. This is not a general obligation for every SME to change audit firm every three years.
Do not let a replacement leave a vacancy while an audit remains compulsory. Having the required auditor is part of the company’s legal organisation.
Prepare year-end work and understand the report
A coherent audit file saves time
Agree the timetable several months before the general meeting, especially if unusual transactions have occurred. Some work, for example around a stocktake, needs to be planned before the evidence becomes difficult to verify.
Prepare, in particular:
- Annual accounts, trial balance and general ledger.
- Bank reconciliations and supporting evidence for significant balances.
- Overdue customer balances and an assessment of recoverability.
- Stocktake records and inventory valuation support.
- Relevant contracts, loans, commitments, disputes and meeting minutes.
- Tax and social contribution returns and year-end adjustments.
- Budgets and information needed to assess going concern.
The precise list depends on the engagement. A large collection of unorganised files does not compensate for a missing explanation of an important balance.
Understand the conclusion
Identify the year and documents covered, audit regime, conclusion and any qualifications or highlighted matters. An issue may concern an identified error, a limitation on the work or uncertainty that needs to be understood.
Ask what must be corrected before the general meeting and what needs follow-up afterwards. Do not try to resolve an accounting disagreement solely by finding someone else to sign the report.
Where an audit is compulsory, the report must be available before the accounts are approved and profits allocated. Its absence can make those decisions void under Article 731 CO.
Choose a clear engagement and a realistic timetable
Choosing a statutory auditor is about more than price. Check the audit regime, licences, independence, understanding of your industry and availability at the dates you need.
Well-prepared accounts and available management make the work more effective. Entreprendre.ch can help prepare your year-end accounts and audit file, in coordination with the auditor where an audit is required.
Frequently asked questions
How can I check whether an auditor is licensed?
Use the FAOA public register. Check the firm’s legal name, licence type and status, then the engagement leader’s individual licence. A qualification alone does not replace this check.
Does every SME need a licensed audit expert?
No. A licensed auditor is sufficient for a limited audit. An ordinary audit of a non-public company requires a licensed audit expert. The audit regime determines the required authorisation.
How long does a statutory auditor’s appointment last?
It covers one to three financial years and ends when the final relevant accounts are approved. It can be renewed. Agree the duration and timetable before the election.
Can the same accounting firm prepare and audit the accounts?
Some accounting involvement is permitted for a limited audit, subject to conditions and safeguards against self-review. Management retains its responsibilities. Ordinary audits have stricter requirements.
Can the general meeting dismiss the auditor freely?
No. Removal requires good cause under current law. Distinguish this from a decision at the end of a term, and organise any replacement properly.
Does an audit guarantee that the business is financially sound?
No. It provides a conclusion within the engagement’s scope and assurance level. It guarantees neither future success nor the complete absence of errors or fraud.
Sources and references
- Federal Audit Oversight Authority — English: licensing and access to the public register.
- FAOA: independence requirements — English.
- Swiss Code of Obligations — English: Articles 725a–725b, 727–731 and 818.
- Federal Commercial Registry Office, guidance 2/24 — French: opting-out from 2025 and at incorporation.
- Auditor Oversight Act, Article 6 — English: licensing requirements for audit firms and lead auditors.
Last editorial review: 5 November 2026. Special rules for regulated entities require separate examination.
Romain Prieur is a Swiss Certified Public Accountant and founder of Entreprendre.ch. With more than ten years of experience in audit and business advisory in Switzerland, he advises entrepreneurs on company formation, accounting and tax.
