Facts
[L.] serves as the sole member of the Board of Directors for both [L. AG] and P. AG. [L. AG] is the auditor of H. AG. [P. AG] requested the Commercial Register Office of the Canton of Zurich to register [H. AG] as its auditor in the Commercial Register. The Commercial Register Office refused the registration on the grounds that the independence of the auditor required by Art. 727c CO was clearly not given.
The appeal of [P. AG] against this decision was rejected by the Directorate of Justice of the Canton of Zurich. [P. AG] has filed an administrative court appeal against the decision of the Directorate of Justice, which was dismissed by the Federal Supreme Court.
Considerations
According to Art. 727c para. 1 CO, the auditors must be independent of the Board of Directors and a majority shareholder. The new law goes further than the previous one and already addresses external relationships that may give the appearance of bias.
In the present case, it is established that [L.] is the sole member of the Board of Directors of both [P. AG] and L. AG. Furthermore, it is undisputed that [L. AG] audits H. AG. If [H. AG] were registered as the auditor of [P. AG], it would have to audit a company whose management is identical to…