From January 1, 2025 , the conditions for opting out of the limited audit of annual financial statements will be stricter, as regards the deadline for entering the decision in the commercial register and its effects on the audit obligation.

Under the new provisions of Art. 727a para. 2 CO, retroactive opting-out will no longer be possible. A waiver by the Annual General Meeting will now only be valid for future financial years, and its registration must be requested before the start of the financial year, stating the financial year from which the waiver will take effect.

Consequently, in order for the opting-out decision to be applicable for the 2025 financial year, companies wishing to relinquish the audit of their annual financial statements for the year ending December 31 must apply for registration in the Commercial Register before December 31, 2024; this latter deadline must also be met for companies deciding to relinquish the limited audit of their annual financial statements for the 2024 financial year.

The requirements relating to the number of full-time employees not exceeding an annual average of 10 and to the consent of all shareholders/associates remain unchanged.

Finally, according to the provisions of art. 62 para. 5 nORC, amended as part of the measures adopted to combat the misuse of bankruptcy, the Commercial Register will now require a renewal of the opting-out declaration or the appointment of an auditor when :

  • the tax authorities notify the commercial register that a company has not filed annual financial statements (tax return);
  • there are doubts as to whether the conditions for waiving restricted control have been met.

In accordance with Article 939 of the Swiss Code of Obligations, the Commercial Register will forward the case to the court if the company fails to act within the set deadline.

Giovanni Chiusano
Swiss Certified Accountant, Partner

This publication contains general information and is not a substitute for detailed research or expert advice. No liability can be accepted for its content. For specific questions, please contact the author.