Waiver of limited audit

With the consent of all partners, a limited audit can be waived under certain circumstances.

Waiver of a Limited Audit

A joint-stock company (AG), a limited liability company (GmbH), or a cooperative can opt out of a limited audit (Opting-Out). However, this is only possible if certain conditions are met. The most important condition is that the company must not be obliged to undergo a full audit. Additionally, the company must not have more than 10 full-time positions on an annual average (OR 727a Sec.2). All shareholders, cooperators, or the society must agree to the waiver of the limited audit.

The Board of Directors may request the shareholders' written consent for this. The Board must set a deadline of at least 20 days for responses and must indicate that the absence of a response will be considered as consent.

Once the shareholders have waived a limited audit, the waiver also applies to the following years. However, any shareholder can request a limited audit at least ten days before the general meeting, which requires that the general meeting elect an audit office.

It should be considered that the Board of Directors may need to adjust the statutes and must register the deletion or registration of the audit office with the commercial register.

An information sheet on the waiver of the audit can be found on the homepage of the Commercial Register Office of the Canton of Zurich.