Have you set up a company and not waived a limited audit when registering it in the commercial register? Here's a refresher on the conditions that allow for a waiver of a limited audit:
Art. 727a para. 2 CO
With the consent all shareholders The limited audit can be waived if the company has no more than ten full-time positions on average per year. The waiver only applies to future financial years and must be registered with the Commercial Register Office before the start of the financial year.
New developments since 1 January 2025
The Commercial Register Ordinance (HRegV) has undergone a fundamental revision in this regard in Article 62. According to Art. 62 para. 2 HRegV, the declaration of waiver must now be drawn up as follows:
The declaration must include the date from which the waiver takes effect and be signed by at least one member of the board of directors. The following documents or copies thereof must be attached to the declaration
a. the annual financial statements for the last financial year approved by the General Assembly;
b. the minutes concerning the approval of the annual financial statements or an excerpt thereof;
c. where applicable, the audit report concerning the last financial year that has ended; and
d. the shareholders' declarations of waiver or the relevant minutes of the general meeting.
Conclusion
With effect from 1 January 2025, it will no longer be possible to opt out retrospectively. This means that an opt-out decided upon in 2026 will only become effective in 2027. Consequently, not only the 2025 annual accounts but also the 2026 annual accounts will need to be audited.
