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New Decree Requiring Board of Auditor Changes

24 Nov 2011

According to a new decree recently introduced in Italy (Legge di Stabilit? 2012), joint stock companies (SpA) and limited liability companies (Srl) which adopt the ordinary governance system, will have to change their Board of Auditors, currently formed by a plurality of auditors, appointed to monitor compliance with correct management principles and laws and by-laws, with a sole auditor. Taxand Italy examines how the new tax decree will affect businesses with interests in Italy.

This new rule is applicable to:

  • all limited liabilities companies (Srl) currently obliged to appoint the Board of Auditor
  • joint stock companies (SpA) with a turnover or a net equity lower than Euro 1 million

Joint stock companies with a turnover and a net equity higher than Euro 1 million will continue to appoint a Board of Auditors, composed by three effective members and two deputies.


Taxand's Take

These new rules will come into force from 1 January 2012 but as of today it is not clear if the Board of Auditors' appointment will terminate automatically from that date or if the companies have to wait for the legal term fixed by the quota holder's meeting to substitute the Board of Auditors with a sole auditor. This may impact the tax compliance procedures of the companies as statutory auditors, among their functions, are in charge of assessing the overall compliance with tax formalities of the companies. A change in the subjects in charge of such control will therefore occur.

Your Taxand contacts for further queries are:
Guido Arie Petraroli
T. +39 02 7260591

Norberto Mariani
T. +39 02 7260591

Taxand's Take Author