Opting out and the audit requirement
As at: · fastview ag, Suhr
Professionally responsible: Marco Zanetti and Reto Ackermann, fiduciaries and auditors, fastview ag
Whether a company has its financial statements audited in an ordinary audit, a limited statutory examination or not at all depends on its size and the will of its shareholders. This page explains the criteria and shows how nunia derives them from the imported figures.
Three levels
- Ordinary audit (Art. 727 CO) for public companies, for companies required to prepare consolidated accounts, and for companies that exceed two of the three thresholds in two consecutive financial years: total assets of 20 million francs, revenue of 40 million francs, 250 full-time positions on annual average. A minority holding at least 10 % of the capital can also demand it, and the company can opt for it voluntarily.
- Limited statutory examination (Art. 727a and 729 ff. CO) for all other companies.
- Opting out: with the consent of all shareholders, the limited statutory examination can be waived if the company has no more than ten full-time positions on annual average (Art. 727a para. 2 CO). The waiver is entered in the commercial register.
The rules apply mutatis mutandis to the GmbH and the cooperative.
The audit requirement table in nunia
In the master data of each engagement, nunia shows a table with total assets, revenue and full-time positions for the reporting year and prior year, alongside the thresholds. You take over total assets and revenue from the imported trial balance; you enter the full-time positions yourself – nunia never fills them in automatically. The final line “2 of 3 exceeded?” shows yes or no per year and the result: ordinary audit, below the threshold or incomplete. Exceeding means strictly greater: total assets of exactly 20 million francs do not count as exceeded. If values are missing, nunia gives no result.
Further grounds for an ordinary audit, such as a stock exchange listing, bonds, the obligation to prepare consolidated accounts, the demand of a minority or a voluntary choice, you tick in the same card.
How nunia recognises an opting out
nunia derives an existing opting out from the commercial register: if no auditor is registered via Zefix, the engagement counts as opting out. If the company had no more than ten full-time positions in the most recent year, nunia reports an opting out as permissible in terms of size, with the note that all shareholders must consent. If there is an obligation to carry out an ordinary audit, nunia reports “Opting out not permissible”; with more than ten full-time positions without this obligation, nunia points to the limited statutory examination.
Effect on the GM minutes
In the GM minutes the agenda item “Election of the auditor” appears only if there is no opting out. Otherwise nunia proposes the text “Waiver of the auditor (opting out)” and shows the size criteria from the financial statements for checking.
Working with the auditor
If an auditor has been elected, you give them read-only, time-limited access to the closing with financial statements, supporting documents and checklists in the closing process. If the internal review is still open, nunia points this out. The auditor carries out the audit itself with its own software, for example with the sister product pruvia.
What nunia takes care of
- Take over total assets and revenue per year from the trial balance
- Check two of three thresholds for the reporting year and prior year
- Derive the opting out from the commercial register and check it in terms of size
- Adapt the agenda item on the auditor in the GM minutes
- Manage read access for the auditor
What you decide
- number of full-time positions on annual average
- further grounds such as consolidated accounts or the demand of a minority
- obtaining the consent of all shareholders to the opting out
- filing with the commercial register
This page summarises the legal situation in simplified form and does not replace advice in the individual case. The law, the articles of association and current practice are authoritative.
Read on and watch
- Tutorial video 09: Permanent file & master data →
- Tutorial video 05: GM minutes & share register →
- Tutorial video 06: Data exchange with the client and the auditor →
- Preparing GM minutes →
- Financial statements under the CO from the trial balance →
- Fiduciary software Switzerland: what it must be able to do →
Frequently asked questions
When is an ordinary audit mandatory?
Among other cases, when a company exceeds two of the three thresholds in two consecutive financial years: total assets of 20 million francs, revenue of 40 million francs, 250 full-time positions on annual average (Art. 727 CO).
When is an opting out possible?
When the company has no more than ten full-time positions on annual average and all shareholders or members consent (Art. 727a para. 2 CO).
How does nunia check the audit requirement?
In the master data, nunia compares total assets, revenue and full-time positions of the reporting year and prior year with the thresholds and shows per year whether two of three are exceeded. You enter the full-time positions yourself.
How does nunia know whether there is an opting out?
nunia reconciles the auditor via the commercial register (Zefix). If none is registered, the engagement counts as opting out.
Can the auditor view the closing directly in nunia?
Yes. Via the “Auditor” button in the closing process, they receive read-only, time-limited access to the closing.
Try nunia
The system tour shows nunia with sample clients and sample figures, no registration required. For questions about your firm, book an online demo.