Special audits and special audits in the Basel area
Our auditing experts provide clarity
Audit confirmations by independent auditors are increasingly required by law. Our licensed auditing experts handle projects such as audits of company formation, capital increases or reductions, audits in accordance with the Merger Act, etc. in a customized manner.
If tangible assets, receivables or existing businesses are contributed or benefits are granted to the founders when a company is formed, the formation report and the information provided therein on the nature and condition of the contributions in kind, the existence and offsettability of the receivables and the appropriateness of special benefits must be examined.
Only simple cash foundations can be carried out without a foundation audit
In the case of an ordinary capital increase, the same requirements must be observed as for a foundation. In the case of a capital reduction, it must be checked and established that the creditors' claims are fully covered despite the capital reduction.
The Merger Act stipulates that audits must be carried out in the event of operational restructuring, conversions, mergers or demergers of companies. Exceptions are made for special constellations. In the case of mergers and demergers, the main focus is on whether the exchange ratios are justifiable and the valuation approaches are appropriate. In the case of transformations, the focus is on whether the rights of the companies are safeguarded after the transformation.
If it is necessary to exercise shareholder rights and the right to information has already been exercised, shareholders may request the Annual General Meeting to have certain matters clarified by a special auditor. If the request is accepted, the special auditor is appointed by the judge.
This includes all audits that are not to be carried out as statutory auditors, such as the statutory auditors of smaller associations (e.g. as a review) or other agreed audit procedures, whereby the subject of the audit must be defined in each case.
