Why a B2B client may request a financial audit
In B2B commercial relationships, especially with corporate clients, public entities or international groups, it is not uncommon to receive a request for a financial audit or accounting due diligence. The client wants to verify the supplier's financial strength before a multi-year contract, a sensitive tender or a high-volume agreement. For a Swiss SME, the request may arrive even if the company has opted out of a limited audit or is not subject to mandatory statutory audit requirements.
The request does not necessarily imply a full investigation by an independent auditor. Often the client asks for a structured document package: financial statements from recent fiscal years, an up-to-date balance sheet, bank statements, bank confirmation letters, tax certificates or an auditor's statement. Understanding exactly what is being requested is the first step to avoid overburdening the organisation or sharing unnecessary information.
This guide explains how to assess the request, protect confidentiality with an NDA, prepare accounting data in a compliant manner and quantify the operational impact on your SME, with reference to the Swiss regulatory context in force in 2026.
Types of request: what the client is actually asking for
Not all requests labelled as an «audit» correspond to the statutory audit provided for under the Swiss Code of Obligations (CO). Here are the most common forms in B2B relationships:
| Type of review | Typical content | Effort for the SME |
|---|---|---|
| Documentary due diligence | Financial statements, income statement, VAT returns, lists of receivables and payables, key contracts | Medium — internal collection and organisation |
| Supplier qualification questionnaire | Self-declarations on revenue, headcount, insurance, ISO certifications | Low — guided completion |
| Auditor's report / attestation | Ordinary or limited audit report, or a comfort letter from your fiduciary | High — involves external auditor and defined timelines |
| Contractual compliance audit | Verification of minimum equity requirements, liquidity ratios or absence of bankruptcy proceedings | Medium — data extraction from financial statements and records |
| Tax or VAT review | Confirmation of contribution compliance, tax compliance certificates, withholding tax status | Medium — coordination with fiduciary and FTA |
Before starting any activity, ask the client for a written list of the documents requested, the purpose of the review and the identity of the party that will carry out the analysis (independent auditor, internal procurement department, client's consultant). This clarification avoids confusing a simple document request with a full audit engagement.
NDA and confidentiality: protecting sensitive data
Financial statements, margins by client, key personnel compensation and contracts with confidential terms are strategic information. Before sharing them, verify that an adequate confidentiality agreement (NDA) is in place:
Essential NDA elements
- Precise definition of confidential information
- Purpose limited to due diligence or supplier qualification
- Prohibition of disclosure to unauthorised third parties
- Duration of the obligation (usually 2–5 years)
- Procedures for return or destruction of documents
- Jurisdiction and applicable law (preferably Swiss)
Practical considerations
If the client proposes their own NDA template, have it reviewed by your legal advisor or fiduciary before signing. Some corporate templates contain overly broad clauses that allow use of your data beyond the stated purpose.
In the absence of an NDA, consider sending only documents that are already public (e.g. Commercial Register excerpt, filed annual financial statements) and negotiating an agreement before sharing detailed information on clients, suppliers or cost structure.
Preparing accounting and tax data
A well-organised SME responds more quickly and with less stress. Here is the document package typically requested and how to prepare it using accounting tools such as Accountex:
Core financial documents
- Annual financial statements (balance sheet and income statement) for the last 2–3 fiscal years, with notes if available
- Provisional balance sheet or interim report, if the request comes mid-year
- Chart of accounts and account statements for main line items (cash, receivables, payables, equity)
- Customer and supplier schedules with ageing analysis
- Existing financing, leasing and guarantee agreements
Tax and social security documents
- VAT returns and balance for the latest tax period
- Social security compliance certificates (OASI/DI/IC, occupational pension, accident insurance) issued by the competent authorities
- Tax certificates or withholding tax status, if applicable
- Correspondence with the Federal Tax Administration in case of ongoing reviews
Preparation best practices
Export reports directly from your accounting software to ensure consistency across figures. Verify that balance sheet totals match VAT records and the tax return. Label each file with the fiscal year and extraction date. If the client requires figures in CHF, ensure applied exchange rates are documented.
For particularly sensitive data (compensation, detail by individual client), consider delivery via a secure data room rather than unencrypted email.
Swiss statutory audit and client requests
In Switzerland, the obligation to audit companies limited by shares and limited liability companies is governed by Arts. 727 et seq. CO. Companies subject to an ordinary audit (Art. 727 CO) cannot opt out of it. Other companies limited by shares and limited liability companies are subject to a limited audit (Art. 727a para. 1 CO); however, those with an average of no more than 10 full-time equivalent employees may opt out of the limited audit if all partners or shareholders consent in writing and the opt-out is registered in the Commercial Register before the start of the fiscal year.
If you do not have an audit firm registered in the register of auditors, the client may alternatively accept a «comfort letter» from your fiduciary, a limited audit of specific areas (e.g. balance sheet verification only) or a non-deletion certificate / updated excerpt from the Commercial Register. Discuss with the client what level of assurance is actually necessary for the purpose of the review.
Note: an external auditor appointed by the client (third-party audit) operates under a different mandate from your usual fiduciary. Inform your accounting advisor of the engagement and agree on internal contacts authorised to respond to clarification requests.
Operational impact on the SME: time, costs and resources
A financial audit requested by a B2B client can absorb significant resources if not planned. Estimate the impact across three dimensions:
Internal time
Document collection typically requires 15–40 hours of work for an SME, depending on the quality of the accounting archive. Involve the administrative manager, fiduciary and — if necessary — the commercial manager for contract data from the outset.
External costs
Auditor or fiduciary fees for attestations and comfort letters, possible data room, translations if the client is abroad. Clarify from the outset whether such costs are borne by the supplier or the requesting client.
Operational distraction
Clarification requests during the audit interrupt daily workflow. Designate a single internal contact to avoid inconsistent responses and set dedicated time windows for communications with the client's auditor.
Operational checklist: from request to delivery
| Phase | Action | Responsible party |
|---|---|---|
| 1. Assessment | Analyse the request; ask for document list and purpose | Management / sales |
| 2. Confidentiality | Sign NDA or negotiate clauses; define secure transmission channel | Legal / fiduciary |
| 3. Data collection | Extract financial statements, VAT records, schedules, contracts | Administration / accounting |
| 4. Consistency | Verify alignment between financial statements, VAT and tax returns | Fiduciary |
| 5. Internal review | Check completeness and draft explanatory notes for non-obvious items | Internal audit contact |
| 6. Delivery | Transmit package via data room; record date and content sent | Designated contact |
| 7. Follow-up | Respond to supplementary requests within agreed deadlines | Contact + fiduciary |
Common mistakes to avoid
Sending data without an NDA
Exposes margins, price lists and balance sheet structure to uncontrolled disclosure risks, especially in tenders or competitive negotiations.
Inconsistent figures across documents
Discrepancies between financial statements, VAT returns and bank statements generate additional questions and delays. Reconcile everything before sending.
Uncoordinated multiple contacts
Different answers from different people undermine the company's credibility with the client's auditor.
Underestimating timelines
Promising delivery in a few days without checking fiduciary or auditor availability can jeopardise the commercial relationship.
Turning the request into a competitive advantage
A financial audit request from a B2B client is not necessarily an obstacle: it can signal a valuable commercial relationship and represent an opportunity to demonstrate managerial strength. An SME that maintains orderly accounts, up-to-date tax documentation and clear internal processes responds efficiently and strengthens client trust.
Investing in accounting digitalisation — with timely entries, automatic reconciliations and a structured document archive — drastically reduces the time needed for future due diligence. Tools such as Accountex allow you to generate consistent, traceable financial reports, facilitating collaboration with your fiduciary and accelerating any future review requested by corporate clients.
If in doubt about the scope of the request or the legal implications of sharing data, always consult your fiduciary or a legal advisor before proceeding. A prepared, professional response often makes the difference between a confirmed contract and a broken negotiation.