End of retroactive opting-out registration
Companies that do not meet the size criteria defined in Art. 727 CO must submit their Financial statements to a Limited statutory audit by an auditor (Art. 727a para. 1 CO), unless they have formally waived this requirement by means of a request to the Commercial Register (Opting-out). The consent of all shareholders is required, and the company's workforce must not exceed an annual average of 10 full-time equivalents.
As part of the measures adopted by the Federal Council to combat the misuse of bankruptcy, the Opting-out rules have been tightened as of 1st January 2025. From now on, it will only be possible to waive Limited statutory audit obligation for future financial years, and filing in the Commercial Register must be required before the start of the Financial year, in accordance with Art. 727a para. 2 CO. In practical terms, this shortens the deadline by 18 months. For example: a company which closes its Financial statements on December 31 and wishes to waive the Limited statutory audit of its 2026 financial statements must now file its requisition by 31st December 2025 at the latest.
The elements to be indicated in the request are specified under Art. 62 of the Commercial Register ordinance (CRO). In particular, it must include the start date of the financial year from which the waiver is applicable. The Commercial Register will require the renewal of the Opting-out declaration if it is informed by the tax authorities that the company has not filed its annual financial statements, or if there is reason to believe that the conditions for the Limited statutory audit waiver are no longer fulfilled. If the company fails to act within the required timeframe, the Commercial Register will inform the District Court of the lack of organization (Art. 939 CO).
Message from the Federal Council on the Federal Act to Combat the Misuse of Bankruptcy (FF 2019 4977)