Limited audit made simple for SMEs

If your Swiss company (AG, GmbH, or cooperative) has more than 10 full-time employees on average and shareholders have not unanimously agreed in writing to waive the audit, you are legally required to have a limited statutory examination each year under CO Art. 727a. If you have no more than 10 full-time employees and your company does not exceed the thresholds for an ordinary audit, all shareholders can agree in writing to opt out. Book a consultation and we will confirm your exact obligations.

Negative assurance means the auditor confirms that, based on the analytical procedures and inquiries performed, nothing came to their attention indicating that the financial statements contain a material misstatement. Less comprehensive than positive assurance (issued in an ordinary audit), but still a meaningful, legally required, independent review of your financial reporting.

Yes, if your company is not subject to an ordinary audit, your company has no more than 10 full-time employees on average and all shareholders agree unanimously in writing, you may waive the statutory audit obligation (CO Art. 727a para. 2). Once your headcount grows beyond 10 employees, the audit obligation automatically resumes. Nexova can help you document the opt-out correctly and monitor when the obligation kicks back in.

Opting up means requesting an ordinary audit even when only a limited audit is legally required. Shareholders holding 10% or more of the share capital or votes can make this request at any time (CO Art. 727a para.4). Companies may opt up to achieve a higher level of assurance, for example to satisfy the requirements of a bank, investor, or transaction counterparty.

Under CO Art. 729 para. 2, the same firm can provide accounting services and conduct a limited audit, provided appropriate independence safeguards are in place. At Nexova, we manage your accounting while an established, independent audit partner conducts the audit. This combination is fully compliant with Swiss law and gives you the convenience of a single point of contact for both services.

A limited audit is a structured review of your financial statements using analytical procedures, inquiries, and targeted testing, resulting in negative assurance. An ordinary audit is a full examination of your accounts and internal control system, resulting in positive assurance. The ordinary audit is significantly more comprehensive, more expensive, and subject to stricter independence requirements. Most SMEs are subject to the limited audit; larger companies, listed firms, and consolidated groups require an ordinary audit.

The timeline depends on the size of your company and the state of your financial records. Nexova clients with current, organized books tend to move through the process the fastest. We provide a clear timeline estimate at the start of every engagement.

If your company is legally required to have a limited audit and does not comply, board members can face personal liability for failing to meet their statutory duties. Dividend distributions, shareholder resolutions, and certain commercial register filings may also be challenged or blocked if the underlying financial statements were never properly audited. If your company needs bank financing or external investors, the absence of audited accounts can slow or block transactions.

The audit body is the independent organ that examines your company's annual financial statements. For a limited audit, Swiss regulations require the audit body to be led by a licensed audit expert or a licensed auditor. It must be independent of the company and registered with the Federal Audit Oversight Authority (RAB). Only licensed auditors and experts may perform this function. At Nexova, our team works closely with an established, independent audit expert and handles all coordination for you.

A limited audit offers more than just legal compliance. It provides clarity on your company's financial position, helps identify risks early, and strengthens transparency towards banks, investors, and tax authorities. An independent review highlights weaknesses in your accounting before they become problems. For directors and board members, a clean audit report provides assurance that your numbers stand up to independent scrutiny.

Yes. While the limited audit is primarily required for corporations (AG, GmbH, cooperatives), associations and foundations may also be subject to an audit obligation depending on their size and the conditions set out in their articles. Nexova can advise you on which requirements apply to your organisation. As a member of an association's board, you carry responsibilities similar to those of a corporate board member, which is why an independent review of your annual accounts can be advisable even when not legally required.