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Date extended for the appointment of the control body and the statutory auditor for Srls

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published on 29 November 2021 | reading time approx. 1 minute


On 21 October, the Chamber of Deputies, by means of an integration introduced during the conversion of Law Decree 118/2021 (the so-called Corporate Crisis and Insolvency Code), extended by one year the deadline for the appointment of the control body or the statutory auditor in limited liability companies and cooperatives, which must take place by the date of approval of the financial statements for the year 2022.

Following the amendment made during the conversion of Law Decree 118/2021, the deadline for the appointment of the statutory auditor or the control body, if the limits set forth in Article 2477 of the Italian Civil Code are exceeded, has been extended from the date of approval of the financial statements for the year 2021 to the date of approval of the financial statements for the year 2022. 

Consequently, with the introduction of this 12-month extension, the appointment of the control body or auditor will be effective from the financial year 2023, while the financial years to be considered for the purposes of verifying that the size parameters of Article 2477 are exceeded are the financial years 2021 and 2022.

In particular, with reference to the limits for compulsory appointment, it is recalled that paragraph 2 of Article 2477 of the Italian Civil Code provides that the appointment of the control body or the auditor in a Srl (and in cooperatives) is compulsory if the company alternatively:
  • is required to prepare consolidated financial statements;
  • controls a company that is required to have a statutory audit;
  • has exceeded for two consecutive financial years at least one of the following limits:
    • total assets in the balance sheet: Euro 4 million;
    • revenues from sales and services: Euro 4 million;
    • average number of employees during the year: 20.
        
Instead, with reference to the procedure and timing for the appointment, the subsequent paragraphs of the cited article establish that:
  • the shareholders' meeting that approves the financial statements in which the above limits are exceeded must appoint the body or auditor within thirty days. If the shareholders' meeting fails to do so, the Court shall appoint the body or auditor at the request of any interested party or on the recommendation of the registrar of companies;
  • in the case of appointment of the Board of Statutory Auditors, the same provisions apply as for the Board of Statutory Auditors in joint-stock companies.

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