Opting-out (Swiss auditing)
In Swiss law, opting-out describes the waiver of an audit with regard to the normally existing audit obligation (Art. 727a para. 2 OR).
If a Swiss company (including a Swiss stock corporation or a limited liability company (GmbH) ) has only a limited audit obligation due to its economic importance , a formal audit can be dispensed with entirely under the following conditions:
- Approval of all shareholders
- a maximum of 10 full-time positions on an annual average.
This opting-out is a waiver of a revision in contrast to the ordinary revision (Art 727 OR) and the limited revision (Art 727a OR). Voices criticize that an opting-out opens the door to arbitrariness on the part of management with regard to capital protection regulations. Furthermore, it must not be confused with the opting-out of the Financial Market Infrastructure Act (FMIA).
opposite
The opting-up represents the countermovement according to Art. 727 para. 2/3 OR. For this purpose, a general meeting resolution or a request from a minority shareholder for a one-time revision is necessary. In the event of a change in the articles of association, a limited or regular audit (long-term) can be introduced. Art 727 para. 2 OR regulates the opting-up by shareholders without involving the BoD. The National Council deliberately left this as it is, since a board member could send out the wrong signals with an opting-up through his insight into the company. The board of directors can resign or apply for an appeal via the general meeting (Art. 727 para. 3 OR) (BSK Art. 727 N 55ff).
Individual evidence
- ↑ Bürgi + Nägeli: Obligation to audit
- ↑ Canton of Appenzell Ausserrhoden: Leaflet on the mandatory revision
- ^ Peter Böckli: Auditors and final audits according to the new law . Ed .: Peter Böckli. N 560. Schulthess Verlag, Zurich 2007, ISBN 978-3-0349-0141-3 , pp. 399 .
- ^ Honsell, Vogt, Watter: Basler Commentary . In: Watter (Ed.): Basler Commentary . 4th edition. 2012, ISBN 978-3-7190-2952-4 .
