Statutory auditors in Switzerland: role, appointment and selection

What does a statutory auditor do for an SME?

The accountant prepares accounting entries and financial statements. Management remains responsible for preparing the accounts and running the business. The auditor performs an independent examination within the scope of the engagement and issues a report.

The work includes examining compliance of the accounts and the proposed appropriation of profit. In an ordinary audit, the auditor also checks the existence of an internal control system. This does not mean certifying every commercial decision or guaranteeing the company’s future profitability.

An audit report therefore does not replace a cash-flow analysis, a comprehensive tax review or a business valuation. These can be separate engagements with clearly defined scope and responsibilities.

Must your company appoint an auditor?

For an SA/AG or Sàrl/GmbH, determine which regime applies: an ordinary audit, a limited audit or a valid waiver of the limited audit.

An ordinary audit is required, among other cases, when a company exceeds two of these three thresholds in two successive financial years: CHF 20 million in total assets, CHF 40 million in revenue and an annual average of 250 full-time equivalent employees (FTEs). Other triggers include publicly held companies and companies legally required to prepare consolidated accounts.

Opting out requires, in particular, no more than ten FTEs on annual average and the consent of all shareholders or members. Since 2025, an existing company’s waiver applies to future financial years; registration must be requested before the relevant year begins.

Do not automatically apply this regime to associations, foundations or sole proprietorships. For the detailed criteria for incorporated SMEs, see limited audits and opting out in Switzerland.

Which licence should you check with the FAOA?

A professional title or firm name is not enough. Individuals and firms providing audits required by law must hold the appropriate licence from the Federal Audit Oversight Authority (FAOA, known as ASR in French).

Check the public FAOA register for the legal entity actually being engaged and the responsible individual. A parent company’s licence does not automatically cover its subsidiaries.

A Swiss certified public accountant and a licensed audit expert are not interchangeable descriptions. The diploma attests professional training; the licence is an authorisation under the audit oversight framework. Ask for the registration reference and confirm that it matches the proposed engagement.

How should you assess independence?

Independence involves more than confirming that the auditor is not a director. Financial, personal or professional connections may influence judgement or create that impression.

Requirements are particularly strict for an ordinary audit. Participation in bookkeeping can create a self-review risk incompatible with the applicable rules.

For a limited audit, the Code of Obligations allows involvement in bookkeeping and other services. Where self-review risk exists, suitable organisational and staffing measures must ensure a reliable audit.

Ask practical questions: who prepares the accounts, who audits them, who leads the engagement and how are conflicts identified? A statement that “we are independent” does not explain the arrangements.

Karpeo can help prepare your accounting file and the information required by the auditor. Defining responsibilities from the outset makes the closing process and communication easier.

Who appoints the auditor, and for how long?

For an SA/AG, the general meeting elects the statutory auditor. Corresponding rules apply to an LLC through the reference to corporation law, with appointment by the members’ meeting.

Under Article 730a CO, the term is one to three financial years. It ends when the final annual accounts covered by the term are approved. Re-election is possible. A one-year appointment therefore does not simply expire at midnight on the balance-sheet date.

At least one member of the audit body must have a domicile, registered office or commercially registered branch in Switzerland. Coordinate acceptance and Commercial Register formalities with the appointment.

For an ordinary audit, the individual leading the audit may serve in that role for no more than seven years and may return only after a three-year break. This rotation concerns the lead individual; it does not necessarily mean changing firms after seven years.

How do you change statutory auditors?

Distinguish three situations:

1. Non-renewal at the end of the term. Arrange the end of the existing appointment and election of the successor, ensuring that financial years still requiring an audit remain covered.
2. Resignation. The auditor must give reasons to the board, which communicates them to the next general meeting. The claim that no explanation is needed is incorrect.
3. Early dismissal. The general meeting may dismiss the auditor only for good cause. Disagreement about an accounting adjustment is not an automatic right to remove the control.

Early departure or dismissal also requires disclosure in the notes to the annual accounts. Coordinate removal from the Commercial Register with continuing obligations. Federal Commercial Registry Office communication 1/26 warns that premature removal in connection with opting out can create an organisational deficiency.

What should you compare in proposals?

Look beyond the fee and assess whether the proposed team fits your business’s risks. Significant inventory, work in progress, foreign currencies or group transactions require different preparation from a straightforward service company.

Provide the latest accounts, a description of operations, staffing levels, accounting software and known difficulties. A quote based on a clear file is easier to compare than an estimate based only on revenue.

Year-end accounting and choosing an accounting firm are related to selecting an auditor, but they are different decisions. One organisation can undertake several roles only within the permitted limits.

When should you contact the auditor promptly?

Do not wait until a few days before the general meeting. A major business change, litigation, a capital transaction or financial difficulty calls for early coordination.

Capital loss or over-indebtedness can require specific checks even if no permanent auditor has been appointed. Management retains its own duties to act and provide information.

When changing advisers, clarify the financial years, documents and responsibilities involved. A planned transition helps prevent gaps in the accounting and audit process.

For the day-to-day records and preparation that support an audit, see the role of an accountant in a Swiss business. Preparing accounts and independently auditing them are different responsibilities.

Frequently asked questions

Sources and verification

English edition reviewed on 10 October 2026. Primary sources below are in French.

• Code of Obligations, Articles 727–730a, 818 and 959c: duties, licensing, independence, appointment, rotation, departure and disclosure.
• FAOA licensing information: public register, licence levels and the engaged entity.
• Federal Commercial Registry Office communication 1/26 of 3 March 2026: prospective opting out, end of appointment and register removal.