Changes to Opting-out: Important Amendments for Companies from 1 January 2025

Changes to Opting-out: Important Amendments for Companies

The recently introduced regulations regarding opting-out from limited audits bring significant changes that are important for companies. These changes will take effect on 1 January 2025.

Opting-out Only Possible for Future Fiscal Years

Companies subject to limited audits with a maximum of ten full-time positions on average per year can waive the limited audit (opting-out) with the consent of all shareholders. The new regulation stipulates that opting-out is only permissible for future fiscal years. Companies must submit the relevant waiver declaration to the commercial register before the start of the fiscal year.

Certain documents are required for this:

• Minutes of the general meeting (GM) documenting the approval of the financial statements for the previous fiscal year
• Signed financial statements for the previous fiscal year
• Audit report

These documents are not publicly accessible.

Transparency through Commercial Register Publication

Another key point is the publication of the start of the opting-out fiscal year in the commercial register. This promotes transparency and allows third parties to understand the current status of a company.

If there is suspicion that the conditions for opting-out are no longer met, the commercial register may require a renewal of the waiver declaration or the appointment of an auditor.

Reporting Obligation of the Tax Administration

A central aspect of the reform concerns cooperation with tax authorities. The cantonal tax administration is now required to inform the commercial register if a company that has opted out fails to submit its financial statements.

The commercial register may request companies to renew the waiver declaration or appoint an auditor if notified by the cantonal tax administration that the company has not submitted financial statements, or if circumstances suggest that the conditions for opting-out are no longer met.

In such cases, the commercial register can order the renewal of the waiver declaration or the appointment of an auditor. If this does not occur, the company will be referred to the court, which may result in organizational deficiency proceedings and potentially lead to the dissolution of the company. In extreme cases, a criminal complaint for improper bookkeeping may also be filed.

Mutual Information Exchange

Interestingly, there is a reciprocal obligation to exchange information: financial statements submitted by companies to the commercial register will automatically be forwarded to the cantonal tax administration. This strengthens collaboration between the two institutions and ensures a smoother flow of information.

Existing Opting-outs Remain Valid

Companies that have already registered an opting-out with the commercial register do not need to make any adjustments. Existing opting-outs remain valid.

Conclusion

The new regulations increase transparency and require companies to address the opting-out process early. The close cooperation with tax authorities highlights the stricter enforcement of financial statement requirements. Companies should familiarize themselves with the changes in good time to avoid potential consequences.