The Revisionsstelle Explained: What a Swiss Statutory Audit Body Does and When You Need One

Every Swiss AG and GmbH is required to have a Revisionsstelle (audit body) unless it has completed a valid opting-out. It sits alongside the general meeting and the board as one of the company's governance bodies, and its job is to tell shareholders whether the accounts can be trusted.

This article explains what the Revisionsstelle is, what it examines, what its report actually says, who is qualified to hold the mandate, and how the body is appointed and replaced.

The Revisionsstelle is an independent audit body that examines whether a company's annual accounts comply with Swiss law and the company's own articles of association. It is a governance organ of the company in the same sense as the general meeting and the board, not simply an external supplier, and it must be entered in the commercial register.

The legal basis sits in Art. 727 ff. of the Swiss Code of Obligations. Those provisions apply to the AG directly and are extended to the GmbH and the cooperative by reference. For readability, this article uses AG terminology throughout — the board (Verwaltungsrat) and the general meeting (Generalversammlung). For a GmbH, the equivalent bodies are the management (Geschäftsführung) and the shareholders' meeting (Gesellschafterversammlung); the same rules apply in both cases.

The Revisionsstelle reports to shareholders, not to management. The body exists to give shareholders, creditors and lenders an independent read on the numbers the board has produced.

The fiduciary or accountant who prepares your books and the Revisionsstelle that examines them are two different roles, and in most cases they cannot be the same firm. One produces the accounts; the other forms an opinion on them.

In an ordinary audit, the Revisionsstelle examines three things: whether the annual accounts comply with the law, the articles and the chosen reporting framework; whether the board's proposal on the use of the balance sheet profit is lawful; and whether an internal control system (ICS) exists (Art. 728a CO).

In a limited audit the question is framed negatively. Under Art. 729a CO, the auditor examines whether there is any evidence indicating that the accounts or the profit-allocation proposal fail to comply. The work is confined to inquiries, analytical procedures and appropriate detailed testing, and there is no requirement to examine the ICS.

Only a licensed audit expert may perform an ordinary audit; a limited audit can be carried out by a licensed auditor holding a lower tier of qualification, a distinction covered in more detail later. For a full side-by-side comparison of the two audit types, see Ordinary vs Limited Audit in Switzerland.

In neither case does the Revisionsstelle assess how well the business is being run. Both provisions state expressly that the board's management of the company is not the subject of the audit.

Two further duties apply outside the annual examination. Firstly, if the auditor identifies breaches of the law, the articles or the organisational regulations, it must report them in writing to the board, and material breaches are brought to the general meeting. Secondly, if the auditor discovers that the company is obviously over-indebted and the board fails to notify the court, the Revisionsstelle must do so itself.

The audit body must be licensed by the Federal Audit Oversight Authority (RAB) and independent of the company it audits. Anyone providing statutory audit services without a licence is acting unlawfully, and the licence status of any firm can be checked in the RAB public register. At least one member of the Revisionsstelle must have their domicile, registered office or a registered branch in Switzerland.

Independence is governed by Art. 728 CO for ordinary audits and Art. 729 CO for limited audits. The ordinary audit rules are strict: the audit expert cannot be involved in the bookkeeping at all. For a limited audit, the same fiduciary firm can often handle both: under Art. 729 para. 2 CO, the auditor may assist with bookkeeping alongside the audit, provided appropriate organisational and personnel measures are in place to prevent the risk of the auditor auditing their own accounting work (for example, through appropriate internal separations). The auditor also cannot take on functions belonging to the board.

Nexova routes the statutory audit to an established, independent partner firm regardless, which ensures a completely independent audit without having to rely on internal separation alone.

Zugelassener Revisor or Revisionsexperte: which do you need?

Swiss law recognises three licence categories, in ascending order:

• Zugelassener Revisor (licensed auditor) may perform limited audits
• Zugelassener Revisionsexperte (licensed audit expert) may perform ordinary audits and holds longer practical experience
• Staatlich beaufsichtigtes Revisionsunternehmen (state-supervised audit firm) is required for ordinary audits of public companies (Art. 727b para. 1 CO)

For a growing company, this is worth planning around. If you expect to cross the size thresholds within a few years, appointing an audit expert early avoids being forced into a change of audit body at the exact moment the audit becomes more demanding, with a new firm learning your business from scratch in its first ordinary audit year.

A licence is also needed for one-off engagements that have nothing to do with the annual audit, including formation reports, capital increases and reductions, merger and demerger documentation, and the interim balance sheet required where over-indebtedness is suspected. A company that has opted out of the annual audit may still need a licensed auditor for these. Nexova's special audits services cover exactly these kinds of one-off engagements.

Practitioners who are not registered are known informally as Laienrevisoren. They may only carry out reviews the law does not require, such as an informal examination for a company that has opted out but still wants a second pair of eyes on the accounts.