SWITZERLAND Law and Practice Contributed by: Lorenzo Olgiati and Pascal Hubli, Schellenberg Wittmer Ltd
via the SIX electronic reporting platform for the disclosure of management transactions within three trading days following such notification; the report will be shown without mentioning the individual’s name. 6.3 Companies Registry Filings Swiss companies must file relevant corporate information and any changes thereto with the competent cantonal commercial registry. This includes amendments to the articles of asso - ciation, such as a change to the corporate purpose, the capital structure, share transfer restrictions, and appointments to the board, as well as changes to other authorised signatories. This information is publicly available from the competent commercial registry. Filings must be made upon occurrence and are also published electronically in the Swiss Official Gazette of Commerce. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors Depending on the size of the entity, a company has to submit its accounts and financial state - ments to an ordinary (ie, full) audit or a limited audit. No audit requirement exists for smaller companies with less than ten full-time employ - ees, if their shareholders unanimously resolve to opt out of the audit requirement. If there is an audit requirement, the company has to elect an appropriate qualified independent audi - tor. An ordinary audit of the annual accounts, and, if applicable, the consolidated accounts, is required for the following companies: • public companies that trade their shares at a stock exchange, have bonds outstanding, or contribute at least 20% of the assets or of the
turnover to the consolidated accounts of a listed company; • companies that exceed two of the following thresholds in two consecutive financial years – a balance sheet total of CHF20 million, sales revenue of CHF40 million, and/or 250 full-time positions on annual average; • companies that are required to prepare con - solidated accounts; • where the company’s shareholders who represent at least 10% of the share capital so request; or • where the articles of association provide for it or the shareholders’ meeting decides that the annual accounts are subject to an ordinary audit, even if the law does not require so. An ordinary audit must be carried out by the elected external auditor. If the company is not subject to an ordinary audit, it has to submit its annual accounts for a limited audit. With con - sent of all shareholders, a limited audit may be waived if the company does not have more than ten full-time employees. Auditors are accountable and may be liable to the company and to the shareholders and cred - itors for losses arising from any intentional or negligent breach of their duties. 7.2 Requirements for Directors Concerning Management Risk and Internal Controls Swiss financial reporting rules require that com - panies or groups of companies subject to an ordinary (full) audit (see 7.1 Appointment of External Auditors ) undergo a review (to be con - firmed by the auditors) regarding the existence of an appropriate internal control system. There are, however, no statutory requirements for the specific establishment and effective organisation of the internal control system. This responsibil -
809 CHAMBERS.COM
Powered by FlippingBook