Services · Audit & accounts for foreign companies

Audit and financial reporting in Switzerland

Audit thresholds, standards and deadlines as they stand in 2026. Open pricing, with the final quote fixed in writing before work starts.

Switzerland does not publish company accounts in an open register, and that is where the resemblance to offshore logic ends. Every legal entity has to keep books, dormant ones included. The annual report is signed by the chair of the governing body. And whether an audit is needed is decided not by the owner but by three numbers: balance sheet total, revenue and the average number of full-time positions.

What follows is how this works under the Code of Obligations (Obligationenrecht, OR) as it stands: who falls under the ordinary audit, who under the limited audit, how a small company can lawfully waive the audit, who is allowed to sign the report, and what happens when deadlines slip. Figures and deadlines are current for 2026; cantonal dates are announced annually and should be checked when you file. If the company does not exist yet, see company registration in Switzerland.

Who must keep books, and what the annual report contains

The duty to keep accounts comes from art. 957 OR. Full double-entry bookkeeping is mandatory for every legal entity: AG, GmbH, cooperatives, and associations and foundations entered in the commercial register. Sole proprietorships and partnerships fall under the same duty once revenue in the last financial year reached CHF 500,000. Below that, simplified records of income, expenses and asset position are enough, though the principles of orderly bookkeeping still apply.

The annual report (Geschäftsbericht) consists of the annual accounts: balance sheet, income statement and notes. Books may be kept in Swiss francs or in the currency material to the business, and in any national language or in English. For holding structures that detail matters: accounts in dollars or euros are perfectly legal, but the audit thresholds are converted into francs - the balance sheet at the closing rate, revenue at the average rate for the year.

The notes must state, among other things, whether the average number of full-time positions exceeds 10, 50 and 250. In other words the company itself discloses which audit bracket it falls into, and a tax inspector or a bank sees it without asking.

The annual report must be drawn up within six months of the financial year end and submitted for approval to the competent body. It is signed by the chair of the governing body and by the person responsible for accounting inside the company. Books, source documents, the annual report and audit reports are kept for ten years from the end of the financial year; the annual report and the audit report must be kept in written, signed form.

Ordinary and limited audit: the thresholds

Switzerland has two statutory audit regimes. The ordinary audit (ordentliche Revision) is a full audit: the auditor forms an opinion on whether the accounts comply with the law, the articles and the chosen framework, checks the proposed appropriation of profit, and confirms that an internal control system exists. The limited audit (eingeschränkte Revision) is a much narrower review: enquiries, analytical procedures and appropriate detailed tests, with no mandatory work on internal control.

Thresholds are measured over two consecutive financial years. A one-off spike does not move a company into the ordinary audit, and the reverse works the same way: you can drop back to the limited audit after two years below the thresholds. Consolidation deserves separate attention. A Swiss company that controls other accounting entities must prepare consolidated accounts and is automatically pulled into the ordinary audit. Art. 963a grants relief from consolidation on the same 20/40/250 figures measured across the group over two consecutive years, or where a parent already prepares consolidated accounts under Swiss or equivalent foreign rules that have been subject to an ordinary audit.

There are options inside each regime. Shareholders holding at least 10 per cent of the capital can demand an ordinary audit instead of a limited one (opting-up). The articles or a shareholders' resolution can introduce an ordinary audit voluntarily. Neither works in reverse: you cannot dial the statutory level of assurance down.

Opting out: how a small company waives the audit

Small companies may waive the audit entirely. Art. 727a sets two conditions: no more than ten full-time positions on annual average, and the consent of every shareholder. For a GmbH the company-law rules apply by analogy under art. 818 OR, so the mechanics are identical - consent of all members.

From 1 January 2025 the rule tightened, and this is the main practical trap. The waiver only applies to future financial years and must be filed with the commercial register before the start of the year it is meant to cover. Backdating it - the old habit of discovering in March that there is no auditor and the accounts are stuck - is no longer possible. The accounts of the last completed financial year must be attached to the register filing.

The board may request shareholder consent in writing, setting a response deadline of at least 20 days and stating that silence counts as consent. The waiver carries over into later years, but any shareholder may demand a limited audit up to ten days before the general meeting, in which case the meeting must elect an auditor. A creditor can also insist on an audit (opting-in), normally through loan covenants rather than through statute.

Other legal forms have their own thresholds. An association needs an ordinary audit if it exceeds two of three figures in two consecutive years: CHF 10m balance sheet, CHF 20m revenue, 50 full-time positions (art. 69b of the Civil Code). A foundation must in principle appoint an auditor, but the supervisory authority may exempt a small foundation (art. 83b of the Civil Code); an exempt foundation only keeps simplified records.

Who may act as auditor: the RAB register

The auditor is elected by the general meeting for one to three financial years; the term ends when the last set of accounts is approved, and re-election is possible. At least one member of the audit body must have residence, a registered seat or a registered branch in Switzerland. In an ordinary audit the lead auditor may run the same engagement for no more than seven consecutive years, followed by a three-year break.

The right to sign an audit report comes from a licence issued by the Federal Audit Oversight Authority (Revisionsaufsichtsbehörde, RAB / ASR). There are three categories: licensed auditor (zugelassener Revisor) for limited audits; licensed audit expert (zugelassener Revisionsexperte) for ordinary audits; and state-supervised audit firm, mandatory for companies with listed equity or outstanding bonds. A licence requires the prescribed education, documented professional experience and an unblemished reputation; the register is public, and audit firms renew their licence every five years.

The point that costs money if missed: statutory audit services delivered without the required licence are void. The report has no legal effect, yet the fee has already been paid, so check the register before signing the engagement letter, not after.

Independence rules differ sharply between the two regimes. In an ordinary audit, involvement in bookkeeping and any service that creates a risk of reviewing your own work are expressly incompatible with the auditor's role, as are board membership, a significant shareholding and economic dependence on the client. In a limited audit, bookkeeping and other services are allowed, but where a self-review risk arises the reliability of the audit must be secured through organisational and staffing measures, and those services must be disclosed in the report. That is why the common Swiss arrangement is one firm keeping the books while a separate team in the same firm performs the review.

Frameworks: Code of Obligations, Swiss GAAP FER, IFRS

There are three levels, and confusing them is expensive.

Level one is the Code of Obligations itself. This is the floor for everyone: prudent measurement, hidden reserves permitted, no true and fair view requirement. OR accounts are perfectly adequate for the tax authority and the commercial register, but investors and banks read them with a discount.

Level two is the extra content required from larger undertakings. Companies legally required to have an ordinary audit must additionally disclose long-term interest-bearing liabilities split between one to five years and over five years, and the auditor's fees split between audit and non-audit services; they must prepare a cash flow statement and a management report (Lagebericht) covering average full-time positions, the risk assessment performed, the order book, research and development, unusual events and the outlook. All of that can be dropped if the company, or a parent controlling it, prepares accounts under a recognised financial reporting standard.

Level three is accounts under a recognised standard. These are mandatory for listed companies where the exchange requires them, for cooperatives with at least 2,000 members, and for foundations legally required to have an ordinary audit. Shareholders holding 20 per cent of the capital can demand them. The chosen standard must be applied in full and to the whole set of accounts, compliance must be examined by a licensed audit expert, and an ordinary audit is required.

Swiss GAAP FER is the domestic true and fair standard. Since 2005 it has been the minimum standard for the Swiss Reporting Standard and the real-estate company standard segments at SIX. Small organisations may limit themselves to the framework and the core recommendations (Kern-FER, standards 1 to 6); groups additionally apply FER 30. The 2026 edition includes the revised FER 16 on provisions, effective 1 January 2027. IFRS and US GAAP are mainly used by international groups and issuers.

Sustainability reporting is a separate track. It currently applies to public-interest companies with at least 500 full-time positions in two consecutive years and either a balance sheet above CHF 20m or revenue above CHF 40m. A reform widening the scope along EU lines is in the legislative process, so the exact thresholds and effective date should be verified when the report is being prepared.

Deadlines, and where the accounts actually go

The point that surprises owners used to Cyprus or the UK: Swiss annual accounts are not filed publicly anywhere. Publication is mandatory only for companies with outstanding bonds or listed equity securities. Everyone else must grant access to the annual report and the audit reports to creditors who demonstrate a legitimate interest, with the court deciding in a dispute. Accounts are not filed with the commercial register - what goes there is the auditor's details or the audit waiver.

VAT registration is triggered at CHF 100,000 of worldwide turnover a year; for non-profit sports and cultural associations and charitable organisations the threshold is CHF 250,000. Rates are 8.1 per cent standard, 2.6 per cent reduced and 3.8 per cent for accommodation. Returns are quarterly by default and half-yearly under the net tax rate method; on application they can be monthly (where input tax regularly exceeds output tax) or annual (where taxable turnover does not exceed CHF 5,005,000 a year). Since 2025 returns are filed electronically through the ePortal only.

One note on the fee table below: VIES and INTRASTAT are EU filings. Switzerland is not in the EU, so for a Swiss company this line means the Swiss VAT return, and VIES or INTRASTAT only arise if you also hold EU registrations.

What differs from canton to canton

Accounting and audit rules are federal and identical from Geneva to Zug. The differences begin where the canton takes over.

Tax return deadlines are set and announced annually by each canton. In Zurich, a legal entity's return for the tax period corresponding to the financial year ending in 2025 is due by 30 September 2026. An extension to 30 November is requested online before the deadline expires; anything longer is granted only in exceptional circumstances, and workload or missing documents are expressly not treated as exceptional. A request filed after the deadline is not considered at all. Other cantons run different dates and a different extension practice, so verify at the time of filing.

The tax burden is cantonal too. Federal corporate income tax is 8.5 per cent of profit after tax, which works out at roughly 7.83 per cent of pre-tax profit. The combined maximum rate including cantonal and communal tax sits in a range of roughly 11.66 to 20.54 per cent depending on where the company is registered. Cantons also levy a capital tax, which has no federal equivalent. More detail in our note on taxes in Switzerland.

Commercial registers are cantonal as well: the document set for registering an audit waiver, signature requirements and certification differ, and each canton publishes its own guidance sheets. The language of correspondence follows the canton, so accounts drawn up in English sometimes require translated attachments. VAT, unlike everything above, is federal and uniform across the country.

What can go wrong, and who Switzerland is not for

No audit report means void resolutions. If the company is required to be audited and there is no report, the general meeting's resolutions approving the annual accounts and the appropriation of profit are void. This is not paperwork: dividends paid on a void resolution are exposed, and a buyer or a bank will find the gap in the first round of due diligence.

No auditor where one is required is an organisational defect. A shareholder, a creditor or the commercial register can apply to the court. The court sets a deadline to fix the position under threat of dissolution, appoints the missing body or an administrator at the company's cost, or dissolves the company with liquidation under bankruptcy rules. Dissolution is the last resort, but the procedure starts faster than most owners expect.

A backdated audit waiver no longer works. If the shareholders' resolution and the register filing were not made before the financial year began, that year has to be audited, even in a company with two employees and ten transactions.

An auditor without an RAB licence is money thrown away. The report is void, the work has to be redone by a licensed professional, and by then the deadlines have already been missed.

Tax consequences. Failure to file after a reminder leads to an assessment at the authority's discretion plus a fine of up to CHF 1,000, rising to CHF 10,000 in serious or repeat cases. Challenging a discretionary assessment is hard: the burden of proving it manifestly wrong sits with the taxpayer. On VAT, late payment interest is 4.0 per cent a year from 1 January 2026, and errors must be corrected no later than the reporting period containing the 180th day after the financial year end - after that it is no longer a correction but an assessment risk.

Who this is not for. Anyone looking for a jurisdiction without accounting: a dormant Swiss company still keeps books, prepares an annual report and files a tax return. Anyone who needs a cheap structure: Swiss accountants and auditors charge more per hour than most of Europe, and the annual cycle is not optional. Anyone expecting absolute opacity: accounts are indeed not published, but a creditor with a proven legitimate interest gets access, and the court will order it. Anyone hoping to wave a Swiss audit report as a quality mark: most local companies have a limited audit, and the report says so in plain terms. And groups not ready to consolidate: controlling other companies pulls you into consolidated accounts and an ordinary audit unless the group qualifies for the exemption.

Fees

Work is billed by the hour: you pay for the time actually spent, and the total depends on transaction volume and complexity. We keep the books, prepare the annual report, arrange the ordinary or limited audit, file corporate tax and VAT returns, handle the commercial register filing for an audit waiver and deal with the cantonal tax administration. Before starting we estimate the expected workload so the budget stays predictable.

Prices are indicative and cover our work on a typical case. We confirm the exact quote in writing after a short call - you know the final number before we start. Government fees and bank tariffs are billed separately unless explicitly included.

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