Statutory Audit Switzerland: Requirements, Thresholds & Opting Out (2026)

Switzerland imposes statutory audit obligations on companies incorporated under Swiss law — but the rules vary significantly depending on the size, structure, and shareholder composition of the company. Most small foreign-owned GmbH qualify to waive their audit entirely under Art. 727a CO. Larger companies must appoint a licensed auditor and follow a structured revision process regulated by the Swiss Code of Obligations (Art. 727–731a CO).

This guide explains the three audit categories, the applicable thresholds, the opting-out mechanism, auditor licensing requirements, and the practical considerations that matter most for foreign founders and group structures.

Legal Framework: Swiss Code of Obligations Art. 727–731a

Statutory audit requirements in Switzerland are set out in the Swiss Code of Obligations (Obligationenrecht, OR/CO), Articles 727 to 731a CO. These provisions apply to Swiss stock corporations (AG/SA) and limited liability companies (GmbH/Sàrl), and establish three distinct categories of audit obligation depending on company size and shareholder structure.

The oversight of auditors themselves falls to the Financial Audit Oversight Authority (FAOA) — in German, the Eidgenössische Revisionsaufsichtsbehörde (RAB) — a federal body responsible for licensing and supervising auditors performing statutory revisions in Switzerland. You can verify any auditor’s registration on the RAB public register.

For a broader view of the accounting and tax obligations that sit alongside your audit requirements, see our overview of accounting services in Switzerland.

The Three Categories of Statutory Audit in Switzerland

1. Ordinary Audit (Ordentliche Revision) — Art. 727 CO

An ordinary audit is the most demanding form of statutory revision. Under Art. 727 CO, it is required when a company meets at least two of the following three thresholds in two consecutive financial years:

• More than 250 full-time equivalent employees (annual average)
• Turnover exceeding CHF 40 million
• Total assets exceeding CHF 20 million

An ordinary audit is also mandatory regardless of size for:

• Companies listed on a Swiss or foreign stock exchange
• Companies that have publicly issued bonds

The ordinary audit must be conducted by a licensed audit expert (Revisionsexperte) who holds a licence issued by the FAOA. This is a higher-tier qualification than that required for a limited audit.

2. Limited Audit (Eingeschränkte Revision) — Art. 727a CO

A limited audit is the default audit category for most Swiss GmbH and AG that do not meet the ordinary audit thresholds. Under Art. 727a CO, the scope of a limited audit is narrower than an ordinary revision: the auditor carries out plausibility checks and enquiries rather than full substantive testing.

A limited audit must be conducted by a licensed auditor (Revisor) — a lower FAOA licence tier than that required for the ordinary audit. The auditor must nonetheless be fully independent of the company.

Most small and medium-sized foreign-owned Swiss GmbH — including single-purpose holding structures and trading vehicles — fall into this category by default, unless they qualify to opt out entirely (see below).

3. Opting Out of the Audit — Art. 727a(2) CO

Swiss law allows companies to waive the limited audit entirely, subject to two cumulative conditions under Art. 727a(2) CO:

1. The company has 10 or fewer full-time equivalent employees on an annual average basis
2. All shareholders unanimously agree to waive the audit at — or before — the annual general meeting (AGM)

This opt-out mechanism, commonly referred to in practice as “Opting-out”, is available to both GmbH and AG structures. It must be formally documented in the minutes of the general meeting. There is no requirement to notify the commercial register of the opt-out decision, but the resolution must be renewed each year unless shareholders adopt a standing instruction.

For foreign-owned single-member GmbH with no employees beyond the statutory minimum, the opt-out is straightforward and almost universally recommended.

Audit Requirements at a Glance

Auditor Independence Requirements — Art. 728 CO

Swiss law imposes strict independence requirements on auditors under Art. 728 CO, regardless of the audit category. An auditor — whether performing an ordinary or limited revision — must not:

• Be a shareholder, partner, or owner of the company being audited
• Serve as a director or officer (Verwaltungsrat / Geschäftsführer) of the audited company
• Be employed by the audited company or in a close economic relationship with it
• Have any financial interest that could compromise objectivity

For small GmbH, a common practical issue arises when founders attempt to appoint a trusted adviser — such as their accountant or a director of a related company — as auditor. If that person has any of the relationships listed above, they are disqualified. The auditor must be genuinely external.

FAOA Licensing: Who Can Perform a Statutory Audit?

The Federal Audit Oversight Authority (RAB/FAOA) maintains a public register of licensed auditors. There are two relevant licence categories:

• Revisionsexperte (Audit Expert): Required for ordinary audits. Higher qualification standards, including examination requirements and ongoing continuing education obligations.
• Revisor (Auditor): Required for limited audits. Lower entry threshold, but still subject to FAOA supervision and independence rules.

Both categories require that the auditor — or the audit firm — be registered in the FAOA’s public register. Companies are legally prohibited from appointing an unlicensed person as their statutory auditor. Always verify the auditor’s FAOA registration number before appointment.

At Lawsupport, we maintain working relationships with licensed auditors based in Zug and across German-speaking Switzerland. We can recommend an appropriate auditor for your company’s structure and size.

Audit Process and Timeline

Appointment

The auditor is appointed either:

• At the time of company formation (included in the incorporation documents), or
• At the annual general meeting (AGM) for each subsequent financial year

For companies that have opted out, no auditor appointment is required. For all others, failure to appoint a licensed auditor constitutes a legal deficiency that can expose directors to liability.

Execution

The audit is conducted after the close of the financial year. The auditor reviews the annual accounts prepared by management, conducts the appropriate level of testing (substantive for ordinary revision; plausibility and enquiry-based for limited revision), and prepares a written audit report.

Audit Report and Shareholder Approval

The auditor’s report is addressed to the board of directors (Verwaltungsrat / Geschäftsführer). At the AGM, shareholders review the annual accounts and the audit report, and vote to approve or reject the financial statements. No valid shareholder approval of annual accounts is possible without a proper audit report — unless the company has formally opted out.

Practical Guidance for Small Foreign-Owned GmbH

If you have incorporated a GmbH in Switzerland with no more than 10 full-time employees and you hold all shares yourself (or together with co-founders who all consent), the opt-out is almost always the right choice.

The limited audit generates costs — typically CHF 2,000 to CHF 6,000 per year for a simple GmbH — without providing meaningful benefit to a single-owner structure where the shareholder already has full visibility into the company’s finances. The auditor’s independence requirement also means you cannot simply use your existing accountant in most cases.

Opt out unless one of the following applies:

• Your shareholders are dispersed and not all in daily contact with the business
• A bank or lender requires audited annual accounts as a condition of credit
• An investor, partner, or acquirer is conducting due diligence and expects audited figures
• A regulatory licence or permit application requires audited financial statements
• You are consolidating into a group structure that requires audited subsidiary accounts

If none of these conditions apply, document the opt-out resolution in your AGM minutes each year and keep your annual accounts in good order. Your statutory obligations are then satisfied.

For more on tax filings that accompany your annual accounts, see our guide to the corporate tax return in Switzerland.

When to Keep an Audit Even If Not Required

There are several situations where retaining a voluntary audit — even after opting out — makes commercial sense:

Bank lending and financing. Swiss cantonal and commercial banks routinely request audited annual accounts when assessing credit applications, particularly for real estate financing or operating credit lines. If you anticipate needing bank financing, audited accounts create credibility and reduce friction.

Investor due diligence. If you are raising equity or selling shares, prospective investors will expect audited financials. The cost of a retrospective audit of prior years is significantly higher than maintaining an annual audit from the outset.

Regulatory applications. Certain FINMA licences, trading licences, and regulated activity applications require audited accounts covering the prior financial year. Check your regulatory requirements before opting out.

Group consolidation. If your Swiss company is a subsidiary of a foreign group that prepares consolidated financial statements under IFRS, US GAAP, or another framework, the group auditor may require audited Swiss statutory accounts as an input to the consolidation. In that case, the opt-out is effectively unavailable regardless of Swiss law — the group audit requirement overrides it.

Audit Costs in Switzerland

Audit costs vary significantly depending on the size and complexity of the company:

• Limited audit for a simple GmbH (no employees, straightforward accounts): CHF 2,000 – CHF 6,000 per year
• Ordinary revision for a mid-sized AG: CHF 15,000 and above, depending on turnover, number of transactions, number of legal entities, and reporting complexity
• Group audit coordination for a Swiss subsidiary within an international structure: cost depends on scope agreed with the group auditor; typically additive to the standalone statutory audit cost

These are general ranges. Licensed audit firms in Zug and Zurich will provide a fixed-fee or capped-fee engagement letter based on the specific scope of work. We recommend requesting at least two proposals before appointing an auditor.

International Group Structures and Swiss Statutory Audit

If your Swiss company is part of an international corporate group that prepares consolidated accounts — whether under IFRS, US GAAP, UK GAAP, or another framework — the Swiss statutory audit does not disappear simply because the group audit is conducted elsewhere.

Key points for international groups:

• The Swiss subsidiary must comply with Swiss statutory audit rules independently of the group audit
• The group auditor will often request access to the Swiss subsidiary’s audit file or require the Swiss local auditor to issue a component auditor report
• Where the Swiss entity is a holding company with no operational employees and limited transactions, the opt-out may still be available; however, many groups require audited accounts for all subsidiaries as a matter of internal policy
• Where the group consolidates under IFRS, additional reconciliation between Swiss GAAP (Swiss CO / True and Fair View) and the group reporting framework may be required — this is a coordination matter between the local Swiss auditor and the group engagement team

Lawsupport assists clients in coordinating these arrangements, identifying a suitable Swiss-licensed auditor familiar with IFRS reporting environments, and ensuring the statutory filing timeline aligns with the group’s consolidation calendar.

If you are setting up the Swiss entity, see our guides on company formation in Switzerland and AG formation in Switzerland.

Lawsupport’s Audit Coordination Service

Lawsupport does not itself perform statutory audits — audit work must be conducted by FAOA-licensed professionals who are independent of the company. What we do is:

• Advise you on which audit category applies to your company under Art. 727–727a CO
• Guide you through the opt-out process and prepare the required AGM resolutions
• Recommend licensed auditors in Zug and German-speaking Switzerland appropriate for your company’s size and complexity
• Coordinate the engagement letter and timeline between you, your accountant, and the appointed auditor
• Assist with group audit coordination where your Swiss entity is part of an international consolidation

We have been advising foreign founders and international companies on Swiss corporate compliance for over 18 years, across more than 1,000 company formations for clients from more than 40 countries. We know which auditors operate efficiently for simple foreign-owned structures and which firms are equipped for more complex mandates.

For guidance on internal controls and risk-based reviews separate from the statutory requirement, see our overview of internal audit in Switzerland.

Get a Free Assessment of Your Audit Obligations

If you are unsure whether your Swiss company requires an audit, whether you qualify to opt out, or how to coordinate a Swiss statutory audit within your group structure, contact Lawsupport directly.

Frequently Asked Questions

Does every Swiss GmbH need a statutory auditor?

No. Under Art. 727a(2) CO, a Swiss GmbH with 10 or fewer full-time equivalent employees can waive the limited audit entirely if all shareholders unanimously agree at the general meeting. This opt-out is the standard approach for most small foreign-owned GmbH. Companies with more than 10 FTE that do not meet the ordinary audit thresholds must appoint a licensed auditor (Revisor) for a limited revision.

What is the difference between an ordinary audit and a limited audit in Switzerland?

An ordinary audit (Ordentliche Revision) under Art. 727 CO is required for large companies meeting two of three size thresholds, or for listed companies and bond issuers. It is a full statutory audit conducted by an FAOA-licensed audit expert (Revisionsexperte). A limited audit (Eingeschränkte Revision) under Art. 727a CO is a lighter-touch review conducted by an FAOA-licensed auditor (Revisor), required for mid-sized companies that do not qualify for the opt-out. The scope, cost, and auditor qualification requirements differ significantly between the two.

Can my accountant or bookkeeper perform the statutory audit?

Only if they hold a valid FAOA licence (as Revisor or Revisionsexperte) and are fully independent of your company under Art. 728 CO — meaning they are not an employee, director, shareholder, or in a close economic relationship with the company. In practice, if your accountant also maintains your books, they are likely disqualified on independence grounds. A separate, licensed, independent auditor must be appointed. You can verify FAOA registration at rab-asr.ch.

What are the thresholds for an ordinary audit in Switzerland?

Under Art. 727 CO, an ordinary audit is required if a company meets at least two of the following three thresholds in two consecutive financial years: more than 250 full-time equivalent employees, turnover exceeding CHF 40 million, or total assets exceeding CHF 20 million. Listed companies and those that have publicly issued bonds are subject to ordinary audit regardless of size.

How does the opting-out process work in Switzerland?

Under Art. 727a(2) CO, companies with 10 or fewer FTE employees can waive the limited audit if all shareholders consent unanimously. The resolution must be passed at — or before — the AGM and recorded in the meeting minutes. There is no requirement to file the opt-out with the commercial register, but the resolution should be renewed annually unless shareholders pass a standing instruction.

Does a Swiss subsidiary of a foreign group need a Swiss statutory audit?

Yes — Swiss statutory audit obligations apply to Swiss-incorporated companies independently of any group audit conducted abroad. Whether you need an audit depends on the Swiss size thresholds and the opt-out conditions under Art. 727–727a CO. Even if you qualify to opt out under Swiss law, your group’s internal policy or the requirements of your group auditor may require audited Swiss accounts as input to the consolidated financial statements.

What are the auditor independence rules under Art. 728 CO?

Art. 728 CO requires that the statutory auditor be independent of the company. The auditor must not be a shareholder, partner, director, officer, or employee of the audited company, and must not have any financial interest or close economic relationship that could compromise objectivity. These rules apply equally to ordinary and limited audits. A firm that provides bookkeeping or tax services to the company is typically disqualified from also acting as its auditor.

What licences does the FAOA (RAB) issue for statutory auditors in Switzerland?

The Federal Audit Oversight Authority (RAB/FAOA) issues two main licence categories: Revisionsexperte (Audit Expert), required for ordinary audits, and Revisor (Auditor), required for limited audits. Both require registration in the RAB’s public register. Companies are prohibited from appointing unlicensed individuals as statutory auditors.

How often does the statutory audit need to take place?

The statutory audit is conducted once per financial year, following the close of the financial year. The auditor reviews the annual accounts and issues a report in time for the AGM, at which shareholders approve the financial statements. The auditor is appointed at each AGM for the coming financial year, unless a multi-year appointment is made. Companies that have opted out are not subject to this annual cycle.

What are the consequences of failing to appoint a statutory auditor in Switzerland?

Failure to appoint a required statutory auditor constitutes a breach of Swiss corporate law. Directors and managing officers can be held personally liable for any resulting damage. Shareholders cannot validly approve the annual accounts without a proper audit report (unless the opt-out applies). In serious cases, the commercial register authority may take enforcement action.

What is a special audit (Sonderprüfung) in Swiss company law?

A special audit (Sonderprüfung) under Art. 697a CO is separate from the statutory revision. It allows shareholders holding at least 10% of the share capital (or votes) to request a court-ordered examination of specific matters — such as suspected mismanagement or transactions that may have harmed the company. A special audit can be demanded even in companies that have opted out of the regular revision.

How much does a statutory audit cost in Switzerland?

A limited audit for a simple GmbH with straightforward accounts typically costs CHF 2,000 to CHF 6,000 per year. An ordinary revision for a mid-sized AG starts at approximately CHF 15,000 and increases with turnover, transaction volume, and reporting complexity. Group audit coordination for a Swiss subsidiary within an international structure adds further cost depending on the scope agreed with the group auditor.

Lawsupport (Morgan Hartley Consulting) | Grafenauweg 4, 6300 Zug, Switzerland | +41 44 51 52 592 | [email protected]