marketude Corporate and Commercial, Giuseppina Zoccali, Publications

Legislative Decree dated 10 January 2019 – amongst others – amended Article 2477 of the Italian Civil Code, in order to significantly extend the obligation to appoint the control body or the external auditor for Italian limited liability companies.

The new provisions of law will come into force 30 days from the date of publication of the decree in the “Gazzetta Ufficiale“.

From such date, the companies will then have a period of 9 months to comply with the new rules and, thus, to appoint the control body or the external auditor and, if necessary, to amend in accordance with new provisions of law the relevant deed of incorporation and by-laws.

As a result of the above changes, the obligation to appoint the control body does now exist, in addition to the cases (already provided) where the company: a) is required to prepare the consolidated financial statements; b) controls a company that is subject to accounting audit, alsoin the event the company exceeds at least one of the following limits for two consecutive financial years:

  1. total assets: 2 million euros (previous limit: 4,400,000 euros);
  2. revenues from sales and services: 2 million euros (previous limit: 8,800,000 euros);
  3. average number of employees during the financial year: 10 (previous limit: 50).

It has also been specified that for the purposes of the first application of the new provisions of law reference shall be done to the two financial years preceding the expiry of the above mentioned deadline of 9 months.

Furthermore, there will be three (instead of two) consecutive financial years within which any of the aforementioned limits must not be exceeded so that the obligation to appoint the control body or the accounting firm ceases to exist.

The Quotaholders’ Meeting approving the financial statements whereby the above limits are exceeded still has a term of 30 days to proceed to the appointment of the control body or the external auditor. In the lack of any action thereto, the competent court shall provide for the relevant appointment upon request of any intersted party or, now pursuant to the new provisions, also “upon indication of the registrar of the Companies’ Register“.

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