How to Change Your Auditor in Switzerland: Steps, Timing & Checklist

Companies change their audit body (Revisionsstelle) for practical reasons: fees, service, growth or a conflict with the firm that keeps their books. The law allows it, but how easy it is depends on when you act.

This article explains when you can change your auditor, the steps between election and register filing, how long it takes, what happens to the audit files and what it costs. We also provide a practical checklist to help you through the process of changing your auditor in Switzerland.

In ordinary circumstances, you cannot freely change your auditor at any time. You can replace your audit body whenever its term ends. Since 1 January 2023, however, the general meeting may remove it mid-term only for good cause (Art. 730a para. 4 CO). The reasons for a removal or an early resignation go into the notes to the annual accounts (Art. 959c para. 2 no. 14 CO).

The term runs one to three financial years. It ends when the general meeting approves the last accounts covered by it, and re-election is possible (Art. 730a para. 1 CO). The natural moment for a change is therefore the ordinary general meeting, which must be held within six months of the year-end (Art. 699 para. 2 CO).

Before 2023 the rule was looser. The general meeting could remove the audit body at any time with immediate effect. The reform aims to strengthen the audit body's position in corporate governance, because under the old rule a company could remove an auditor it disagreed with, without giving reasons.

The statute does not define good cause. Whether a particular reason will hold up is therefore hard to predict, and a disputed mid-term removal could end up before a court. Take legal advice before attempting to remove your audit body mid-term. If you simply want another firm, let the term run out and elect someone else. The audit body can also resign. It must then give the board its reasons, and the board reports them at the next general meeting (Art. 730a para. 3 CO).

For how the audit body is appointed and what its report contains, see our guide to the Revisionsstelle Explained. The same audit rules apply to a GmbH through Art. 818 CO.

Changing the audit body involves a six-step process: Check the term, select the new firm, get its written acceptance, elect it, file with the commercial register and brief the new firm. Steps 1 to 4 are internal. Step 5 involves the register.

1. Check the term and the engagement letter: Find out when the current term ends. If it ends with the next accounts, no removal is needed: the meeting simply elects someone else. If it does not, the general meeting can remove the audit body only for good cause (Art. 730a para. 4 CO), and the audit body can also resign (Art. 730a para. 3 CO). Read the engagement letter as well, since it may contain fee or notice terms that affect your timing.

2. Choose and vet the new firm: Ask for offers on the same scope, then check three things:

• Licence: A limited audit needs a licensed auditor (zugelassener Revisor), an ordinary audit a licensed audit expert (Revisionsexperte). The RAB public register also shows higher licences when you search for a lower one, according to the RAB.
• Swiss presence: At least one member of the audit body must be domiciled, seated or have a registered branch in Switzerland (Art. 730 para. 4 CO).
• Independence: In a limited audit the same firm may help with your bookkeeping only if safeguards prevent it from reviewing its own work, and it must say so in its report (Art. 729 CO). In an ordinary audit that help is not allowed.

Ask who will lead your audit and what experience they have in your industry.

3. Get the new firm's written acceptance: The register needs proof that the new audit body accepts the election. In Basel-Stadt, a signed declaration addressed to the company, a co-signature on the filing or the minutes, or an acceptance recorded in the minutes all work (Basel-Stadt Merkblatt), and the register publishes a template. Have it ready before you file.

4. Elect the new audit body: The general meeting elects the audit body (Art. 730 para. 1 CO) for one to three financial years. In a mid-term change, the same resolution removes the current audit body and elects the new firm. A formal invitation must go out at least 20 days before the meeting (Art. 700 para. 1 CO). In a universal meeting, all shareholders are present or represented and nobody objects to holding it, so the 20-day invitation and other formalities are not needed (Art. 701 CO). Since 2023 it can also decide in writing, on paper or electronically, unless a shareholder asks for oral deliberation (Art. 701 para. 3 CO). Keep records of the decision process either way.

5. File with the commercial register: The persons authorised to sign for the company file the change. In Basel-Stadt, the register asks for the filing (free forms are available), the minutes of the general meeting or a written resolution signed by all shareholders where law and articles allow it, and proof of the new firm's acceptance (Merkblatt). The minutes need original handwritten signatures from the chair and the minute-taker, and an extract is enough. Filed documents are public, so an extract is also the safer choice. For the outgoing firm, the proof depends on how it leaves: minutes recording its removal, minutes stating that its term has expired, or its resignation letter. Other cantons differ in detail, so check yours.

6. Brief the new firm: Send the prior accounts, audit reports and minutes, and introduce the firm to whoever prepares your accounts. The handover section below covers what stays with the outgoing firm.

The outgoing firm keeps its working papers, and the new firm builds on your records. The audit body must document its work and keep its reports and essential documents for at least ten years (Art. 730c CO). It must also keep its findings confidential unless the law requires disclosure (Art. 730b para. 2 CO). The board, in turn, must give the audit body all documents and information it needs (Art. 730b para. 1 CO).

Prepare a handover pack: the last annual accounts and audit reports, the general meeting minutes that approved them, and any open points the outgoing firm raised in writing.

The sequence is important. The outgoing firm's term ends when the meeting approves the last accounts it covers, so it should sign its report on that year first. The new firm starts with the following year.

Expect a longer first audit. A new firm needs time to get to know your business and records, and first-year engagements tend to cost slightly more, as our audit costs guide explains.

• ☐ Term end date and engagement letter checked
• ☐ If the term is not ending: good cause for the removal documented, or the audit body's resignation received
• ☐ Audit type confirmed, including the thresholds for the reporting year and the year before
• ☐ Offers requested on the same scope
• ☐ New firm's licence verified in the RAB register and independence confirmed
• ☐ Written acceptance obtained from the new firm
• ☐ Election prepared: agenda item and invitation (at least 20 days) or written resolution
• ☐ Decision minuted
• ☐ Register filing signed and submitted
• ☐ Outgoing firm's report on the last year signed and accounts approved
• ☐ Handover pack sent to the new firm and first meeting held