Statutory auditor (Switzerland)

A statutory auditor (organe de révision / Revisionsstelle) is the external control body required by the Swiss Code of Obligations (Articles 727–731a CO) to review a company's annual accounts and report to shareholders. Swiss law provides three distinct regimes based on company size and structure. Ordinary audit (contrôle ordinaire) is mandatory for large companies meeting two of three thresholds (revenue above CHF 40 million, balance sheet above CHF 20 million, more than 250 employees) and for companies with public debt or consolidated accounts; it must be performed by a licensed audit expert under the Swiss Audit Oversight Act (RAG). Restricted review (révision restreinte), a lighter analytical review, is the standard regime for SMEs. Opting-out is available to companies with fewer than 10 full-time employees, provided all shareholders agree in writing.

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In M&A, the statutory audit level directly signals the reliability of the financial statements provided in due diligence: past audit reports, the affirmation letter (lettre d'affirmation), the management letter and the auditor's independence status are analysed, and a recent change of auditor or a qualified audit opinion is a material red flag. The Swiss organe de révision should not be confused with the French commissaire aux comptes (CAC): it does not carry the same public interest mandate or liability regime, and its primary accountability is to shareholders rather than to FINMA, except for listed companies.

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Example: due diligence on a Basel SA subject to ordinary statutory audit reveals 3 years of clean audit reports from a licensed expert-réviseur agréé, with no qualifications or material weaknesses. This clean history reduces accounting risk perception, supports a lower SCRP in the WACC and allows a more focused due diligence scope, saving the buyer CHF 30,000–50,000 in advisory costs.

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Hectelion assesses statutory audit quality as a financial information reliability indicator in every Swiss acquisition due diligence.