New thresholds set forth by article 2477 Italian Civil Code
In recent years, the discipline relating to the appointment of the body of control in limited liability companies has been subject to several and reiterated modifications that have taken place, in in particular, following the entry into force of the Code of Corporate Crisis and Insolvency (Legislative Decree 14/2019) and its subsequent amendments.Currently, the regulatory framework has finally come to a stable set of rules.
Article 2477 of the Italian Civil Code establishes that a limited liability company is required to appoint a body of control (a sole auditor or, at the choice of the shareholders, a board of statutory auditors composed of three effective members and two alternate) or an external auditor if the company:
a) is required to prepare the consolidated financial statements;
b) controls a company obliged to carry out the statutory audit of
c) has exceeded at least one of the following limits:
1) total balance sheet assets: 4 million euros;
2) revenues from sales and services: 4 million euros;
3) employees employed on average during the financial year: 20 units.
The obligation to appoint ceases if, for three consecutive financial years, none of the aforementioned limits is exceeded.
The appointment must be made within 30 days of the date of approval of the financial statements as of 31 December 2022.
If, in the presence of the requisites, the shareholders’ meeting fails to appoint the auditor or the body of control, the Court shall provide such appointment upon request of any interested party.
During the approval of the financial statements of the financial year closed on 31.12.2022 it is therefore necessary to adequately check the eventual existence of the above indicated requisites and in case they exceed for two consecutive years to adopt the related resolutions for the appointment of the supervisory body or the auditor.