Audit Requirements for Swiss Foundations: No Retroactive Exemption – New Clarification by the Federal Commercial Registry Office
On 3 March 2026, the Swiss Federal Commercial Registry Office (EHRA) clarified the prohibition of retroactive exemptions from statutory audit requirements for foundations in its Practice Notice 1/26.
This clarification is particularly relevant to foundation boards, statutory auditors and foundation supervisory authorities. It addresses the question of the financial year from which a foundation may effectively be exempted from the obligation to appoint an auditor.
What Audit Requirements Apply to Swiss Foundations?
Under Article 83b paragraph 1 of the Swiss Civil Code (SCC), the supreme governing body of a foundation is generally required to appoint an auditor.
The competent supervisory authority may exempt a foundation from this obligation if the statutory requirements are met.
The following principles apply in particular:
- An exemption requires a formal decision by the competent foundation supervisory authority.
- The substantive requirements are governed by the Ordinance on the Auditors of Foundations.
- Where foundation law does not provide specific rules, the statutory audit provisions applicable to companies limited by shares apply by analogy.
- A retroactive exemption from statutory audit requirements is not permitted.
What Did the Federal Commercial Registry Office Clarify in 2026?
Since 1 January 2025, companies limited by shares and limited liability companies may generally opt out of a limited statutory audit only for future financial years.
The EHRA has now expressly clarified that this prohibition of retroactive opting-out also applies to foundations by virtue of the reference to company law in Article 83b paragraph 3 SCC.
There is, however, an important difference compared with companies limited by shares:
While a company limited by shares may resolve to waive a limited statutory audit if the statutory conditions are met, a foundation requires a corresponding decision from the competent supervisory authority.
Which Date Determines When the Exemption Takes Effect?
The decisive date is when the competent foundation supervisory authority issues its decision granting the exemption.
By contrast, the date on which the exemption is filed with the Commercial Register is not decisive for determining whether it has retroactive effect.
The EHRA clarifies that:
- The supervisory authority must issue its exemption decision during financial year N.
- The exemption may take effect no earlier than the following financial year, N+1.
- A subsequent exemption for a financial year that has already commenced is not permitted.
Example for a Calendar Financial Year
If the foundation supervisory authority grants an exemption during 2026, it may take effect no earlier than the financial year beginning on 1 January 2027.
The financial statements for 2026 therefore remain subject to the existing statutory audit requirements.
If the exemption decision is issued only in 2027, the exemption may generally take effect no earlier than the 2028 financial year.
What Must Be Recorded in the Commercial Register?
Under Article 95 paragraph 1 letter l of the Swiss Commercial Register Ordinance (HRegV), since 1 January 2025 the Commercial Register must specify the financial year from which a foundation is exempt from the obligation to appoint an auditor.
Under Article 97 paragraph 1 letter a HRegV, an enforceable decision issued by the competent foundation supervisory authority is sufficient for registration.
The Commercial Register therefore records not only the exemption itself but also the financial year from which it applies.
What Are the Implications for Foundation Boards and Auditors?
The timing requirements are particularly important when planning an audit exemption or terminating an existing audit engagement.
The following measures are recommended:
- Assess at an early stage whether the foundation meets the substantive requirements for an audit exemption.
- Submit the exemption application to the competent foundation supervisory authority in good time.
- Coordinate the intended effective date of the exemption with the foundation’s financial year.
- Ensure that statutory audits are performed for all financial years for which the exemption is not yet effective.
- Verify the Commercial Register entry and the underlying exemption decision.
Recommended Actions
Foundation boards should coordinate any planned audit exemption with the competent supervisory authority at an early stage.
In particular, they should consider that an exemption decision can only take effect for a future financial year.
Existing audit engagements should therefore not be terminated solely because an exemption application has been submitted or a favourable decision is expected.
The official communications and statutory provisions issued by the Swiss federal authorities shall prevail.
Sources:
https://www.bj.admin.ch/de/praxismitteilungen-ehra