The Jahresrechnung under the Swiss Code of Obligations

Updated: August 2026 · 15 min read · eBilanz Fabrik — information, not tax advice

The Jahresrechnung — the statutory annual financial statements — consists of a balance sheet, an income statement and the notes (Art. 958 para. 2 of the Swiss Code of Obligations, cited here as CO). The duty attaches not to a company's legal form but to its economic significance, as the Cantonal Tax Office of Zurich puts it in its Wegleitung 505 — the canton's official guidance to the corporate tax return — for tax period 2025, issued 18.11.2025. For profit tax this Jahresrechnung is the starting point, and to this day it reaches the cantonal tax office as a signed PDF attachment.

This page is information. It is neither tax advice nor legal advice. Every source below is published in German; the English in quotation marks is our rendering, with the German kept wherever the wording carries the argument.

Who has to prepare a Jahresrechnung

Wegleitung 505 (tax period 2025, issued 18.11.2025) names both axes of Swiss accounting law in one breath: "Accounting law does not, in principle, attach to the legal form of the undertaking, but to its economic significance. […] More extensive provisions apply to undertakings subject to an ordentliche Revision" — the full statutory audit. Size rather than legal form, and a second tier above it.

The annual duty is unconditional. The same Wegleitung: "It should be noted that, by statutory requirement, financial statements comprising a balance sheet and an income statement must be prepared and a tax return filed in every calendar year. An exception applies only to the year of incorporation […]. Shifting the balance sheet date for purely tax-driven reasons is not permitted." A dormant company is not exempt either — the ZHcorporateTax help centre, article "Pflichtbelege Jahresrechnung" (mandatory supporting documents, edited 23.07.2025): "NOTE: Inactive companies must also prepare a Jahresrechnung in each case and attach it to the tax return." For scale, the canton reported on 25.08.2025 "in total there were roughly 97'000 legal entities in 2024" — 46 % AG, 48 % GmbH, 1 % cooperatives, 5 % associations, foundations and others.

The numerical thresholds at which the CO switches from simplified to full accounting sit in the statute itself. This page does not reproduce them: they cannot be evidenced from any cantonal or standard-setting document evaluated here.

The exception in the year of incorporation

The Canton of Zurich describes it on its page on the tax return for legal entities (retrieved 04.08.2026): "In the year of incorporation you may waive the first set of financial statements. You may apply for an extended financial year running to 31 December of the following year at the latest." It does not happen tacitly — Wegleitung 505 requires that the tax authorities be told of the waiver.

What the balance sheet, income statement and notes contain

Art. 958 para. 2 CO provides that financial reporting takes place in the annual report, and that this report contains the Jahresrechnung — balance sheet, income statement and the Anhang, the notes to the financial statements. Wegleitung 505 (18.11.2025) draws the chain of articles together:

"The basis for determining taxable profit is the Jahresrechnung prepared in accordance with the provisions of the Code of Obligations (Art. 957 et seq. CO). In particular, the principles of proper bookkeeping (Art. 957a CO) and the principles of proper financial reporting (Art. 958c CO) must be observed, and minimum structuring requirements exist for the balance sheet (Art. 959a CO) and the income statement (Art. 959b CO). In addition, legal entities must prepare notes (Art. 959c CO) and, where they are required by law to undergo an ordentliche Revision, a Geldflussrechnung" — a cash flow statement.

The identical paragraph appears word for word in the previous year's edition of 30.10.2024. Where a company keeps its Jahresrechnung in a foreign currency, the Wegleitung requires income and expenses to be converted for the tax return at "the average foreign exchange rate (selling) for the tax period", and equity positions at the rate at the end of the tax period — the "Stichtagsprinzip", the closing-date principle.

The notes, read by machine

In the reference linkbase of the CH taxonomy published by XBRL Switzerland (data as at 23.06.2024), 32 concepts are linked to the Code of Obligations — Art. 959c 18 times, Art. 960f 3 times, Art. 959a, 960b and 961a twice each, Art. 958a, 958c, 958d and 959b once each; one concept points only to the transitional provisions. A selection follows. The labels are the taxonomy's own published English, from the English label linkbase of the same data date, not our translation.

The rest of the taxonomy hangs off something else. In the same file the "Schweizer Kontenrahmen KMU" — the Swiss SME chart of accounts — draws 176 references and the "Swiss Taxonomy Code" 84, against the Code of Obligations' 32.

One concept falls outside the grid: the headcount disclosure carries no CO reference, but an unusually explicit label — "Number of employees (a statement as to whether annual average number of full-time positions does not exceed 10, 50 or 250)". That is the only place in the material evaluated here where the bands 10 / 50 / 250 occur. They belong to a note disclosure, not to the audit thresholds.

Ordentliche Revision and eingeschränkte Revision

Wegleitung 505 (18.11.2025) names the consequence, not the threshold: a company "required by law to undergo an ordentliche Revision" — a full statutory audit — additionally prepares a Geldflussrechnung. The two disclosures in the CH taxonomy that begin "For larger companies" and cite Art. 961a CO are the notes side of the same line. The thresholds in Art. 727 CO — two of three criteria in two consecutive financial years — sit in the statute and are not reproduced here in figures. The opposite direction can be evidenced: under Art. 727a para. 2 CO, with the consent of all shareholders a company may opt out of the eingeschränkte Revision, the limited statutory audit, if it has no more than ten full-time positions on annual average.

Cantonal practice knows exactly three states. The ZHcorporateTax help centre, article "Verwaltungsorgane / Geschäftsleitung" (governing bodies / management, edited 17.09.2025): "Waiver of audit — If an audit is waived, no entry needs to be made at this position in the tax return. — Eingeschränkte Revision / Ordentliche Revision — The auditor's details may be recorded." The opt-out is an empty field, not a tick box of its own. The audit report has its own attachment slot in the eCH-0276 standard: position "513 Revisionsbericht".

Signature and approval by the general meeting

Under Art. 958 para. 3 CO the annual report must be prepared within six months of the end of the financial year, submitted to the competent body for approval, and signed — by the chair of the supreme management body and by the person responsible for financial reporting. It is no accident that Zurich's Form 500 asks for exactly those two functions, alongside "Geschäftsleitung" (management) and "Revisionsstelle" (auditor).

The Canton of Zurich answered the handwritten-signature question directly in its "Fragen und Antworten zu ZHcorporateTax" of 08.09.2025. Asked whether a signed PDF Jahresrechnung must be uploaded or whether one without a signature suffices, it replied: "Under the CO the Jahresrechnung must be signed. A suitable digital signature may be used instead of a handwritten one."

Here is the seam that slips most often: there are two signatures, and only one has fallen away. The tax return itself no longer needs one when filed online in Zurich — the canton writes on its page for legal entities (retrieved 04.08.2026) "Die Unterschrift ist nicht nötig", the signature is not required. An electronic confirmation takes its place: under § 8 para. 3 of the Zurich ordinance on the electronic filing of the tax return (LS 631.121, as amended by supplement 129 with effect from 1.7.2025), "legal entities shall list in the confirmation the natural persons who submit the confirmation on behalf of the legal entity". For paper, Wegleitung 505 still holds: "The paper tax return must continue to be signed." The Jahresrechnung remains subject to signature on both routes.

Approval by the meeting carries tax weight. Wegleitung 505 (18.11.2025), section "Zu A. Reingewinn" (on net profit): "Profit tax applies in principle to the entire net profit per the income statement, prepared in conformity with commercial law and approved by the general meeting of shareholders or the members' meeting." Equity is reported as it stands after the ordinary general meeting's resolution on the appropriation of profit. To this is added the Massgeblichkeitsprinzip — the commercial accounts govern the tax accounts: what has not been booked and is not shown in the Jahresrechnung can, in principle, no longer be deducted in the tax return.

How the signed Jahresrechnung reaches the tax authority today

Under "Beilagen" (attachments), Wegleitung 505 (18.11.2025) requires more than the Jahresrechnung alone — the sentence is often quoted short:

"Every company must file, together with the tax return, signed copies of the resolutions of its general meeting or members' meeting on the adoption of the annual report and the Jahresrechnung, the annual reports and Jahresrechnungen or, where none exist, a signed transcript of the balance sheet (for public limited companies and limited liability companies including the notes pursuant to Art. 959c CO) and of the income statement for the financial year ended in calendar year 2025."

The signed resolution is therefore a document in its own right, beside the signed Jahresrechnung. The electronic route is anchored in ordinance LS 631.121 of 18.10.2011: § 8 para. 4, "the required attachments are to be filed electronically together with the tax return", and § 1 para. 3, "the tax return may also be filed on paper". In use, the Jahresrechnung comes second of nine steps — the Canton of Zurich's live demonstration of 25.08.2025 lists: "1. Login via AGOV […] 2. Upload Jahresrechnung via web browser 3. Fill in tax return (net profit, capital, etc.)".

Obwalden's own dates set the sequence out plainly: its online declaration solution "went into operation in Obwalden with tax period 2022", and the same page (retrieved 04.08.2026) states: "From tax period 2025 we are newly relying on the nationally valid transmission standard eCH-0276 for declarations by legal entities." There the electronic set of accounts is an earlier, separate step; the attachments still go up as PDF. The Swiss Tax Conference rulebook says so expressly for position G0505 — "The Jahresrechnung must be transmitted as a PDF" — and for attachments generally: "only PDF is permitted". The eCH-0276 field catalogue defines G0505 as "505 Jahresrechnung (complete, i.e. including income statement, balance sheet and notes)"; alongside it stand 507 trial balance, 508 notes as a separate document, and 513 audit report.

One word the Canton of Zurich deleted

Between the two editions, the attachment sentence quoted above changed by exactly one word. In 2024 (30.10.2024) it read "… on the adoption of the annual report and the Jahresrechnung, the printed annual reports and Jahresrechnungen …"; in 2025 (18.11.2025) it reads "… the annual reports and Jahresrechnungen …". The stem "gedruckt" (printed) occurs exactly once in the 2024 edition and not at all in the 2025 one; the rest of the sentence is unchanged but for the year. That is an observation about two publicly retrievable PDFs, not a statement about the canton's reasons.

A field for "not captured at all"

The draft of version 2.0.0 of the eCH-0276 standard (main document 03.07.2026, attachment mapping 23.06.2026, public consultation open until 03.09.2026 — the draft may still change) introduces a field version 1.0.0 does not have: "Erfassungsart der Jahresrechnung", the capture method of the annual financial statements, position Z1600, with three permitted answers. "1 = The Jahresrechnung was uploaded or transmitted as data. 2 = The details of the Jahresrechnung were entered directly in the declaration solution. 3 = The Jahresrechnung was not captured in the declaration solution. It exists only as an attachment (PDF)." The mapping adds that the declaration solution can determine this itself, and that querying the taxpayer is not required. Value 3 remains valid. Together with minimum position G0505 and Obwalden's filing block, that yields a consistent picture: the E-Bilanz arises alongside the signed PDF, not in place of it.

To place ourselves in that picture: we produce only the E-Bilanz portion of such a data set. We have never imported a file into a cantonal portal, and so we assert nothing about how one is received. The taxpayer or their Treuhand — the Swiss fiduciary and accounting firm acting for them — fills in the tax return in the portal, and continues to upload the signed Jahresrechnung there as an attachment.

In short

• The Jahresrechnung consists of balance sheet, income statement and notes (Art. 958 para. 2 CO); minimum structure in Art. 959a and 959b CO, the note disclosures in Art. 959c CO.
• The duty attaches to economic significance, not to legal form (Cantonal Tax Office of Zurich, 18.11.2025).
• Financial statements in every calendar year, with an exception only in the year of incorporation; inactive companies are not exempt (ZHcorporateTax help centre, 23.07.2025).
• A duty to undergo an ordentliche Revision pulls a Geldflussrechnung and the Art. 961a CO disclosures with it; the Zurich portal knows three states — waiver, limited, full (17.09.2025).
• The Jahresrechnung must be signed, and a suitable digital signature suffices (Canton of Zurich, 08.09.2025). Online, the tax return needs no signature but an electronic confirmation instead (LS 631.121, § 8).
• It reaches the tax office as a PDF attachment: "only PDF is permitted" (Swiss Tax Conference rulebook, as at 31.03.2026); in Obwalden its absence blocks filing (18.02.2026).

Sources

• Cantonal Tax Office of Zurich — Wegleitung 505 on the 2025 tax return for corporations and cooperatives, issued 18.11.2025 (sections on accounting law, the Jahresrechnung, Zu A. Reingewinn, Zu C. Eigenkapital, Beilagen; Form 500 pages 1 and 4).
• Cantonal Tax Office of Zurich — Wegleitung 505 on the 2024 tax return, issued 30.10.2024 (comparison edition for the wording "die gedruckten Jahresberichte").
• Canton of Zurich — Fragen und Antworten zu ZHcorporateTax, 08.09.2025, relating to the information event of 25.08.2025.
• Canton of Zurich — slides from the ZHcorporateTax information event, 25.08.2025 (population of legal entities; sequence of the live demonstration).
• Canton of Zurich — ZHcorporateTax help centre, articles "Pflichtbelege Jahresrechnung" (created 30.05.2025, edited 23.07.2025) and "Verwaltungsorgane / Geschäftsleitung" (edited 17.09.2025).
• Canton of Zurich — tax return for legal entities, website, retrieved 04.08.2026.
• Ordinance on the electronic filing of the tax return (LS 631.121) of 18.10.2011, as amended by supplement 129 with effect from 1.7.2025, §§ 1, 8, 10.
• Canton of Obwalden — help pages for the online tax return for legal entities, 18.02.2026, and the cantonal publication page, retrieved 04.08.2026.
• Canton of Appenzell Ausserrhoden — instructions for legal entities, tax period 2025, 16.01.2026.
• Swiss Tax Conference (Schweizerische Steuerkonferenz) — rulebook for the online tax declaration solution for legal entities, standard eCH-0276 version 2.0.0, as at 31.03.2026.
• eCH association — eCH-0276 "E-Bilanz und E-Tax JP" version 1.0.0, status Approved, issue date 19.11.2024, decision 02.12.2024, publication 05.12.2024, with the field catalogue for the declaration of legal entities.
• eCH association — eCH-0276 version 2.0.0, status Draft, main document 03.07.2026, attachment mapping 23.06.2026, published 23.07.2026, consultation open until 03.09.2026. Not binding.
• XBRL Switzerland — CH taxonomy, reference linkbase, data as at 23.06.2024; concept list for the CH Taxonomy 2025 from the information file of 04.09.2025; technical documentation for the CH Taxonomy 2025; page "Taxonomie Schweiz (OR)", retrieved 04.08.2026. English concept labels quoted from the taxonomy's own English label linkbase of the same data date.
• Tax Office of the Canton of Solothurn — minutes of the meeting with EXPERTsuisse and TREUHAND|SUISSE of 25.11.2025, agenda item 8: "The standard «eCH-0276» entered into force as of 01 January 2025."
• Statutory text: Swiss Code of Obligations, Art. 957–963b (Obligationenrecht, SR 220), in particular Art. 957a, 958, 958a, 958c, 958d, 959a, 959b, 959c, 960b, 960f and 961a, together with Art. 727 and 727a. The statutory text is not one of the authority and standard-setting documents evaluated above; article references follow the citation style of Wegleitung 505.

This page reflects the position as at 05.08.2026.

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