Limited Audit in Switzerland: Definition, Criteria and Process Explained

The limited audit is the statutory audit that applies to most Swiss AGs and GmbHs. It covers every company that is too small for an ordinary audit and has not waived the audit altogether. The auditor reviews the annual accounts and reports to shareholders, which gives owners, banks and investors a basic level of comfort.

In this article, we explain what a limited audit is and who needs one. We then cover what the auditor examines, how the process runs, what the report says and what it costs.

What is a limited audit in Switzerland, and what assurance does it give?

A limited audit is the mandatory review of the annual accounts for Swiss companies below the ordinary audit thresholds. The auditor (Revisionsstelle) does not positively confirm that the accounts are correct. The auditor reports only on facts that suggest a breach of the law or the articles of association in the accounts or in the board’s proposal on the use of profit.

The legal basis is split across two articles. Art. 727a OR sets when a limited audit applies, and Art. 729a OR defines what it covers. Both are written for the AG. The GmbH follows the same rules through Art. 818 OR. This article uses AG terms throughout. For a GmbH, read managing directors (Geschäftsführung) for the board and members’ meeting (Gesellschafterversammlung) for the general meeting.

The comfort a limited audit gives is called negative assurance. The auditor does not positively affirm that the accounts are free of material errors. The auditor simply states that the limited work found nothing pointing to a breach. An ordinary audit gives positive assurance and tests much more.

A limited audit is also a different exercise from an internal audit. It looks at the annual accounts for the shareholders and does not review processes inside the business.

The limited audit is the most common audit type in Switzerland. Recent audit market statistics count about 91,600 audit mandates at the end of 2025, ordinary and limited together. Only public companies and companies above the size thresholds need an ordinary audit, so most of these mandates are limited audits.

Who needs a limited audit in Switzerland, and who can waive it?

Every AG and GmbH that does not need an ordinary audit must have a limited audit by default (Art. 727a para. 1 OR). This applies to all companies below the ordinary audit thresholds. A company can escape it only by opting out.

An ordinary audit applies instead in three situations. Art. 727 OR lists them:

• Public companies: companies with listed shares or outstanding bonds
• Consolidated accounts: companies that must prepare group accounts
• Size: companies that exceed two of three thresholds in two consecutive financial years

The three size thresholds are:

• Total assets: more than CHF 20 million
• Revenue: more than CHF 40 million
• Staff: more than 250 full-time positions (full-time equivalents) on annual average

Two examples show how the size test works: A company with CHF 25 million in total assets, CHF 30 million in revenue and 120 full-time positions exceeds only one threshold, so it stays in the limited audit. A company with CHF 25 million in total assets and CHF 45 million in revenue exceeds two. If it does so in two consecutive years, the ordinary audit applies to the second year’s accounts. Shareholders holding at least 10% of the share capital can also demand an ordinary audit.

Small companies can waive the audit altogether. A company with no more than 10 full-time positions on annual average can opt out under Art. 727a para. 2 OR if all shareholders agree. This does not work if the company exceeds both the CHF 20 million total assets and CHF 40 million revenue thresholds in two consecutive years, because an ordinary audit is then required. A company that grows beyond 10 full-time positions loses the option as well. Even with an opt-out in place, any shareholder can still ask for a limited audit up to ten days before the general meeting.

Since 1 January 2025, an opt-out works only for the future. Under the Federal Act on Combating Abusive Bankruptcy, the waiver applies only to future financial years and must be filed with the commercial register before the year begins. Retroactive opt-outs are no longer possible.

The effect of this new rule on the market was immediate. Registered opt-outs fell significantly from 2,154 in 2024 to 311 in the transition year 2025, before reaching 1,273 by mid-February 2026.

The reform cuts against a long trend towards opting out. Since the opt-out became available, most small companies have chosen to waive the audit. The share of companies with an audit body fell from 57% at the end of 2007 to 16% at the end of 2024, with 99% of new GmbHs and 92% of new AGs waiving the audit from the start in 2024.

Opting out is a business decision as well as a cost saving. Banks, investors and larger customers sometimes ask for audited accounts regardless of the legal minimum. A company that expects to raise capital or take on credit should weigh that before it waives the audit.

What does the auditor examine in a limited audit?

The auditor looks for any sign that the annual accounts or the profit appropriation proposal breach the law or the articles of association. This is the test in Art. 729a OR. The annual accounts are the balance sheet, income statement and notes. The profit appropriation proposal is the board’s recommendation on how to use the balance sheet profit.

The methods are deliberately limited. The law restricts the auditor to three kinds of procedure:

• Inquiries: questions to management and staff about the accounts and key positions
• Analytical procedures: comparisons with the prior year and with expectations, to spot unusual movements
• Detail checks: appropriate tests of selected items where inquiries or analysis raise questions

Several areas sit outside the scope. A limited audit does not include a review of the internal control system, confirmations from third parties, attendance at stock takes or a search for fraud. The auditor also does not assess how well management runs the business.

Independence rules are also lighter than in an ordinary audit. Under Art. 729 OR, the same firm undertaking the audit may help with the bookkeeping if it keeps the teams apart and guards against an auditor reviewing its own bookkeeping work. The report must disclose this involvement.

What are the steps of a limited audit?

A limited audit typically runs through the following steps and ends at the general meeting:

1. Appointment: The general meeting elects the audit body for one to three years (Art. 730a OR). The auditor needs a licence from the Federal Audit Oversight Authority (RAB).
2. Planning: Auditor and company agree contact persons, the document list and the deadlines.
3. Document hand-over: The company provides the annual accounts and supporting records.
4. Audit procedures: The auditor carries out inquiries, analytical procedures and detail checks, and follows up on open questions.
5. Report: The auditor issues the audit report to the general meeting.
6. Approval: Shareholders approve the accounts with the report in front of them.

The calendar is set by company law. The ordinary general meeting must take place within six months after the financial year ends (Art. 699 para. 2 OR). The annual report and the audit report must be available to shareholders at least 20 days beforehand (Art. 699a para. 1 OR). For a company with a calendar financial year, that means a general meeting by 30 June and a finished audit report by about 10 June.

No statute sets how long the audit itself takes. The time depends on the quality of the bookkeeping, the complexity and volume of the company’s transactions, and how quickly documents arrive. Starting early leaves room for questions before the report deadline.

What should you have ready for the auditor?

The audit moves fastest when the books are closed and the supporting records are complete before the auditor starts. A practical checklist:

• Annual accounts: balance sheet, income statement and notes in draft
• Ledgers: trial balance and general ledger
• Bank and loans: year-end statements and loan agreements
• Receivables and payables: open item lists with ageing
• Fixed assets and inventory: registers and stock lists where relevant
• Payroll and social security: reconciliations and year-end statements
• VAT: filed returns and a reconciliation to the accounts
• Minutes and contracts: board and shareholder minutes plus key contracts
• Company documents: articles of association and a current commercial register extract
• Prior year: the last audit report and any open points

Late documents, bookkeeping gaps, missing receipts and unreconciled balances cause most audit delays. Each one adds hours to the audit, and more hours mean a higher fee.

Digital bookkeeping makes the hand-over easier. Records that already sit in one system can be shared quickly and searched by the auditor.

What does the audit report say, and what happens when the auditor finds problems?

The audit report is a short summary report addressed to the general meeting. Art. 729b OR requires the report to cover four points:

• Limited scope: a reference to the limited nature of the audit
• Result: the auditor’s statement on the audit result, which is the negative assurance
• Independence: confirmation of independence and any involvement in bookkeeping or other services
• Lead auditor: the identity and qualification of the person who led the audit

The lead auditor signs the report. There is no separate, more detailed report to the board, as there is in an ordinary audit.

If the auditor finds problems, the statement changes. The auditor can issue a “qualified statement” and describe the issue in the report. Shareholders and the board then decide how to respond before the accounts are approved.

One finding triggers a legal duty on the side of the auditor. If the company is obviously over-indebted and the board fails to notify the court, the auditor is obliged to do so (Art. 729c OR).

What does a limited audit cost?

The cost of a limited audit depends mainly on company size and the state of the bookkeeping. Small companies with revenue up to about CHF 2 million typically pay CHF 3,000 to 5,000. Companies up to about CHF 10 million pay CHF 5,000 to 8,000, and larger SMEs pay roughly CHF 8,000 to 12,000. Hourly rates for audit work usually run between CHF 200 and 350.

These ranges are indicative. Business complexity, transaction volume, how digital the accounting is and whether it is a first-year engagement all change the hours needed. For a more detailed breakdown of audit fees, see our audit costs guide. For an overview of Nexova’s own audit fees, see our pricing page.

Clean bookkeeping is the best preparation. Nexova’s digital accounting services keeps your records in order, which makes the documents an auditor asks for easier to produce.