In the various business cycles, from formation to merger or liquidation, legally required or voluntary special audits may become necessary in the contractual relationship.
Whether it concerns formation and capital increase audits, capital reductions, liquidations, or complex restructurings under the merger law – we are here to support you with our extensive experience and expertise.
In addition, we also conduct special audits for relocations, revaluations, and interim financial statements, and assist you in complying with legal requirements.
In the case of a qualified formation, an auditor is required to confirm that the assets contributed to the company are of value. This is often the case when expanding your company, such as converting a sole proprietorship into a GmbH (limited liability company) or a GmbH into a stock corporation. The same applies to a qualified capital increase, especially in the case of non-cash contributions and the release through offsetting.
- Qualified formations or capital increases through
- Non-cash contributions.
- Release through offsetting
- Conversion of equity capital
- Subsequent release
- Special benefits in formation or capital increase
- Ordinary and conditional capital increases
We offer comprehensive audit services under the Merger Act, including mergers, demergers, transformations, and asset transfers.
- Merger
- Demerger
- Transformation
- Asset transfer
Audit for Relocation of Registered Office to Switzerland
Audit for Relocation of a Swiss Company’s Registered Office Abroad
Audit for Revaluation to Eliminate a Capital Deficiency
Audit of an Interim Balance Sheet at Going Concern and Disposal Values
Audit of Non-Financial Information
We conduct special audits under corporate law in accordance with Art. 697 of the Swiss Code of Obligations (OR) to ensure that all shareholder rights are upheld and potential irregularities are uncovered.
Companies that do not meet the criteria for a ordinary audit but employ more than 10 full-time staff on average per year are subject to a limited statutory examination.
The limited audit is a unique Swiss regulation for the examination of small and medium-sized enterprises, in which the scope and depth of audit procedures are significantly less extensive compared to a statutory (ordinary) audit.
In a limited audit, the review primarily focuses on inquiries, analytical audit procedures, and reasonable detailed tests
.
Unlike a statutory audit, a limited audit does not include procedures such as examining the existence of an internal control system, inventory observations, or obtaining third-party confirmations.
In a limited audit, the audit firm, in accordance with Art. 729a para. 1 of the Swiss Code of Obligations, examines whether:
The annual financial statement does not comply with legal requirements and the articles of association.
The board of directors' proposal to the general meeting regarding the appropriation of retained earnings does not comply with legal requirements and the articles of association.
After completing the limited audit, we provide the general meeting with a written summary report on the audit results. This report includes:
A note on the limited nature of the audit.
A statement on the results of the audit.
Information on independence and, if applicable, involvement in bookkeeping and other services provided to the company being audited.
Information about the person who led the audit and their professional qualifications.
In contrast to a statutory audit, the audit firm does not provide a recommendation on whether to approve or reject the financial statements as part of the reporting for a limited audit.
As part of the revision of corporate law, new legal provisions came into force on January 1, 2023, particularly regarding the duties of the board of directors, audit firms, and licensed auditors in situations involving imminent insolvency, capital loss, or over-indebtedness.
These changes impose clear responsibilities on both the board of directors and the audit firm.
If the most recent annual financial statement shows a capital loss, the board of directors must take steps to eliminate the capital loss. If necessary, it must adopt further recovery measures or propose such measures to the general meeting, to the extent within its authority (Art. 725a Abs. 1 OR).
Art. 725a Abs. 2 OR also provides that if a company does not have an auditor (Opting-out), the most recent annual financial statement must undergo a limited audit before approval by the general meeting.
In such cases, the limited audit is carried out under a contractual agreement, focusing solely on the review of the annual financial statement. Any proposals to the general meeting, such as offsetting the balance loss or using reserves, are not subject to this audit.
A review can only be waived if the board of directors submits a request for deferral of payments.
If there is justified concern that the liabilities of a company are no longer covered by its assets, the board of directors must immediately prepare interim financial statements at both going concern values and liquidation values.
Even a justified suspicion of over-indebtedness triggers the duties of the board of directors.
A review of the interim financial statement at liquidation value can be waived if the assumption of going concern is present and the interim statement at going concern values shows no over-indebtedness.
The board of directors must have the interim financial statements reviewed by the auditor or, if one is not available, by a licensed auditor chosen by the board of directors.
If over-indebtedness under Art. 725b OR is present, the conditions of capital loss under Art. 725a Abs. 1 OR are also met, meaning the annual financial statement must be reviewed by a licensed auditor.
This continues until no capital loss exists. This is also true if over-indebtedness is covered by subordination agreements.
The effect of subordination agreements extends only to the fact that notification to the court can be waived. The review of the annual financial statement remains obligatory.
The effect of the subordination only extends to the fact that the notification to the court may be omitted. The audit of the annual financial statement remains mandatory.
Non-compliance with the duties may render the approval of the annual financial statement by the general meeting invalid or even lead to liability cases for the board of directors.
