Capital increase with contributions in kind
An independent verification of the value of non-cash contributions before the commercial register accepts the filing under CO Art. 652f.
Special audit services for Swiss SMEs
- Capital increase, contributions in kind, liquidation
- Fully coordinated by Nexova
- Fixed-price packages available
Satisfied customers all across Switzerland!
What is a special audit?
Audits tied to specific corporate actions
A special audit (Sonderprüfung) is not an annual obligation. It is triggered by a specific event in your company's life: a capital increase, a restructuring, a liquidation. Each type has its own legal basis, scope, and documentation requirements under Swiss law, and the audit report is often a prerequisite for the commercial register filing or transaction to proceed.
As part of our audit services for Swiss SMEs, Nexova identifies which audit applies to your situation, coordinates the process with an established, independent audit partner, and ensures everything is in order before your filing or transaction closes.
What a special audit covers
The most common event-driven audit types
1 2 Incorporation with contributions in kind
The auditor verifies that contributed assets have been correctly valued and transferred. Required for commer-cial register registration under CO Art. 635a.
3 Capital reduction
The audit expert confirms that creditor claims are covered despite the reduction. A legal prerequisite for the register filing under CO Art. 653m.
4 Interim balance sheet audit
A review of a financial snapshot required in certain situations, including dividend distributions from interim accounts, restructuring, and going-concern assessments.
5 Liquidation audit
An audit of the liquidation balance
sheet when a company enters voluntary dissolution, depending on legal form and circumstances.6 Voluntary audit
An independent review commissioned to satisfy the requirements of a bank, investor, or transaction counterparty, or to strengthen internal governance.
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Transparent audit pricing
Know what you’re paying from the start
Pricing depends on the scope of work and your accounting, records. For well-defined special audits such as capital increase confirmations and incorporation audits, fixed-price packages are available on request. These give you cost certainty from the outset.
For more complex work such as interim balance sheet audits, restructuring audits, or voluntary due diligence, services are billed from CHF 250 per hour.
Every engagement starts with a detailed, no-obligation written quote. No hidden fees, no surprises.
When is a special audit required?
Know when you need one
- Capital increase (cash)Standard cash capital increase requires no audit
- Capital increase (contributions in kind)Auditor must verify the value of non-cash contributions(CO Art. 652f)
- Incorporation (contributions in kind)Required for commercial register registration (CO Art. 635a)
- Capital reductionAn audit expert confirms creditor protection (CO Art. 653m)
- Dividend from interim accountsInterim balance sheet must be audited
- Going-concern risk / restructuringAudited interim balance sheet may be required
- LiquidationDepends on legal form and circumstances
- Voluntary / investor-driven auditCommissioned on request; not legally mandated
Unsure whether your transaction requires a special audit?
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The difference Nexova makes
Without Nexova
You search for and evaluate a licensed auditor independently
Your team collects and organizes all financial documents
You coordinate communication between your accountant and auditor
You receive a report without a structured debrief
You risk missing or misunderstanding the audit thresholds
With Nexova
Established, independent audit partner already in place
We prepare and organize everything before the audit begins
We coordinate all parties directly. You are not the go-between
We walk you through every finding and outline next steps
We assess your obligations during the first call
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Book a callOur service promise
Auditing made simple and reliable
Fully independent
Conducted by an established, independent audit firm in accordance with the applicable Swiss auditing standards.
One point of contact
Nexova coordinates everything. One team, not two separate firms.
Transparent pricing
Fixed-price packages for standard engagements. Clear hourly rates for complex work. No surprises.
Audit-ready books
Already a Nexova client? Your books are organized and audit-ready from day one.
Fast turnaround
Special audits are often time-sensitive. We move quickly and keep the process on track.
Book a free initial consultation with our experts.
Book a callThe steps to your audit
From first call to signed report
Initial consultation
We confirm which type of special audit applies, the legal requirements, and the timing relative to your filing or transaction.
Transparent quote
A clear cost estimate upfront. Fixed-price packages available for standard work; hourly estimate for complex mandates.
Document preparation
We organize your financial documents and make everything audit-ready. If you work with another accounting provider, we coordinate directly with them.
Independent audit
Our independent audit partner conducts the audit in full compliance with applicable Swiss legal requirements. Full independence maintained throughout.
Audit report & review
You receive the completed report and confirmation letter. We review the findings and confirm what documentation your filing or transaction requires.
Ongoing support
Whether it’s the register filing, follow-up documentation, or the next corporate action, Nexova remains at your side.
Limited audit, ordinary audit, or special audit
Comparing the three audit types
Limited Audit
The default statutory audit for most Swiss SMEs with more than 10 full-time employees. A structured review of your financial statements using analytical procedures, inquiries, and targeted testing, resulting in negative assurance.
Go to limited audit
Ordinary Audit
Required for larger companies exceeding two of three size thresholds (CHF 20M assets / CHF 40M revenue / 250 FTE) in two consecutive years, as well as for publicly listed companies and groups. A full examination of your financial statements and internal control system, resulting in positive assurance.
Go to ordinary audit
Special Audit
Event-driven audits tied to specific corporate actions: capital increases, company formation with contributions in kind, capital reductions, restructuring, liquidation, and voluntary due diligence. Not annual. Fixed-price packages are available for well-defined engagements.
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Book a callWhy Nexova
Trusted by companies across Switzerland
Broad Experience: Nexova's deep knowledge of Swiss regulations ensures your audit is handled accurately and efficiently.
Fully Digital: Nexova’s digital process allows you to manage everything remotely—no office visits or paperwork required.
Personalized Advice: We prioritize your goals, tailoring our guidance to fit your unique business needs.
Highly Efficient: We ensure a fast, smooth process, helping you meet your audit obligations without delay.
Flexibility: Our services adapt to your budget and schedule, whether you are a growing SME or an established company.
Complete Trust: Nexova values longterm relationships, providing confidential, transparent, and integritydriven service.
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FAQ
Answers at a click
A special audit is an audit triggered by a specific corporate event or transaction rather than by your annual reporting cycle. Unlike limited and ordinary audits, special audits are not recurring. They are required (or advisable) when your company undertakes a capital change, a structural reorganization, a liquidation, or certain transactions that require independent verification under Swiss law. Special audits are one of the audit types covered under our audits for Swiss companies.
A contribution in kind audit is the independent confirmation that assets contributed to a company instead of cash have been correctly valued and transferred. It is required when a company is formed using contributions in kind (CO Art. 635a) and when share capital is increased using contributions in kind (CO Art. 652f). Without this confirmation, the commercial register will not accept the filing.
Only if the capital increase involves contributions in kind (non-cash assets). A standard cash capital increase does not require a special audit. If you are contributing property, receivables, or other assets, an auditor must verify that those contributions have been correctly valued before the commercial register will accept the filing. For more detail, see our articles on the share capital increase for corporations and the GmbH share capital increase.
Special audits are often tied to time-sensitive corporate actions. The timeline depends on the type of audit and how well your documentation is prepared. For a well-organized capital increase confirmation, the process can be completed quickly once all documents are in place. We provide a clear timeline estimate at the outset of every engagement.
A voluntary audit is one type of special audit: an independent review commissioned by the company, not required by law. Companies opt for voluntary audits to satisfy the requirements of a bank or investor, to support a transaction, or to strengthen governance. Nexova can arrange this through our independent audit partner.
An interim balance sheet audit is an examination of a financial snapshot taken at a date other than the company's year-end. It is required in several situations under Swiss law, including dividend distributions from interim accounts, restructuring proceedings, and going-concern assessments. Nexova confirms whether this applies to your situation during the initial consultation.
Once the audit report is issued, Nexova assists with any next steps: submitting documentation to the commercial register, completing your corporate action filing, or sharing the report with the relevant counterparty. We stay involved until the transaction is fully closed.
If the auditor cannot confirm the stated value of a contribution in kind, the audit report will reflect this and the commercial register will not accept the filing. In practice, this means the transaction cannot proceed as structured. Nexova works with you upfront to ensure contributions are properly documented and valued before the audit begins, reducing the risk of this outcome.
It depends on the conversion. A change from GmbH to AG, for example, does not automatically trigger a special audit. However, if the conversion involves contributions in kind, a capital reduction, or an interim balance sheet, the relevant special audit requirements apply. Nexova confirms what is needed for your specific situation during the initial consultation.
The audit body is the independent organ that conducts the special audit. Requirements vary by audit type: most special audits — such as the verification of contributions in kind for a capital increase or company formation — require a licensed auditor (Revisor), while certain audits, most commonly the creditor-protection confirmation in a capital reduction, require a licensed audit expert (Revisionsexperte). In all cases the audit body must be registered with the Federal Audit Oversight Authority (RAB). Full independence from the company is required in all cases. At Nexova, we work with an established, independent audit expert and handle all coordination for you.
Independence Statement: Nexova AG is an independent private fiduciary firm. We are not a government agency or authority, and we are not affiliated with any government department or official register. All official acts, registrations, and approvals are carried out solely by the competent Swiss authorities and notaries.
Read our full Independence Statement
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