We recall that Article 2477 of the Civil Code, as amended by Article 2-bis of Decree-Law No. 32 of 18.04.2019, provides for the obligation for the corporation to appoint a Statutory Auditor or a Control Body, if the company:
- is required to prepare consolidated financial statements, or:
- controls a company obliged to perform statutory audits, or:
- passed two consecutive exercises at least one of the following limits:
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- Total Assets in the Balance Sheet: EUR 4 million;
- Revenues from sales and services: EUR 4 million;
- Employees employed on average during the financial year: 20 units.
The obligation to appoint an Auditor ceases when, for three consecutive financial years, the company has not exceeded the above-mentioned limits.
Within 30 days of the approval of the financial statements for the financial year in which the limits are exceeded, the shareholders' meeting must appoint an Auditor; in the absence of one, the Court, at the request of any interested party or on the recommendation of the Registrar of Companies, will make the appointment, while the directors of the offending company will be at risk:
- an administrative sanction (Article 2631(1), first part of the Civil Code);
- a complaint to the Court pursuant to Article 2409 of the Civil Code;
- removal from the office of Director;
- the annulment of certain corporate acts.
While remaining at your disposal for any doubts or requests for clarification, we would like to take this opportunity to extend our best regards to all.