Corporate controls · Ferrara
Appointment thresholds in the SRL, supervisor versus auditor, content of the engagement, duration, fees and the tasks of the first audit year.
The Firm is a società tra professionisti (STP) and is not enrolled as an audit firm in the Register of statutory auditors kept by the Ministero dell’economia e delle finanze (the Ministry of Economy and Finance): statutory audit engagements therefore cannot be conferred on the Firm itself. They are conferred directly on the professional partner enrolled in the Register, who accepts the engagement in a personal capacity and is personally subject to the obligations and the liability regime laid down by d.lgs. 39/2010; the minutes recording the appointment may state that the engagement is accepted in the capacity of partner of the Firm. Likewise, appointments as sindaco and as a member of the collegio sindacale are personal in nature and are accepted directly by the professional concerned.
When it is required to prepare consolidated financial statements, when it controls a company subject to statutory audit, or when for two consecutive financial years it has exceeded at least one of these limits: 4 million euros of assets, 4 million euros of revenues, twenty employees on average during the year.
The rules are in art. 2477 of the codice civile, rewritten by art. 379 del d.lgs. 12 gennaio 2019, n. 14 and subsequently amended by d.l. 18 aprile 2019, n. 32, converted by legge 14 giugno 2019, n. 55, which brought the limits back to their current values. The obligation ceases when none of the three limits is exceeded for three consecutive financial years. The shareholders’ meeting approving the financial statements from which the excess emerges must make the appointment within thirty days; if it fails to do so, the appointment is made by the court at the request of any interested party or upon report by the keeper of the Companies Register.
The appointment must be entered in the Companies Register. The obligations to prepare abridged financial statements and micro-undertaking accounts remain distinct, governed by artt. 2435-bis e 2435-ter of the codice civile, whose size parameters were raised by d.lgs. 6 settembre 2024, n. 125 implementing direttiva delegata (UE) 2023/2775: the applicable values and the first year of effect must be checked against the current wording before classifying the accounts, because the amendment moved the asset and revenue thresholds upwards while leaving the employee parameter unchanged. The appointment is not a formality: it triggers the oversight and alert duties laid down by the Codice della crisi.
Legal references: artt. 2477, 2435-bis, 2435-ter c.c.; artt. 379 e 25-octies d.lgs. 14/2019; d.l. 32/2019 conv. L. 55/2019; d.lgs. 125/2024
the SRL: incorporation and management · business crisis and alerts
The sindaco oversees compliance with the law and the articles of association, adherence to the principles of sound management and the adequacy of the organisational, administrative and accounting arrangements. The auditor gives an opinion on the financial statements and checks that the accounts are properly kept. They are different functions, which may coincide only if the articles so provide.
The duties of the supervisory body are listed in art. 2403 of the codice civile: oversight of compliance with the law and the articles of association, of adherence to the principles of sound management and, in particular, of the adequacy of the organisational, administrative and accounting arrangements adopted by the company and of their actual operation. The supporting powers are in artt. 2403-bis e 2404, which also require a meeting at least every ninety days. Statutory audit is instead governed by d.lgs. 27 gennaio 2010, n. 39, whose art.
14 assigns to the auditor the task of expressing, in a dedicated report, an opinion on the annual financial statements and, where prepared, on the consolidated ones, and of verifying during the year the proper keeping of the company accounts and the correct recording of management events in the accounting records. Art. 2409-bis of the codice civile allows the articles of companies that do not resort to the risk capital market and are not required to prepare consolidated accounts to entrust the audit to the collegio sindacale, which in that case must be composed entirely of statutory auditors enrolled in the dedicated register. In an SRL, the choice between supervisory body and auditor must be made deliberately: appointing the auditor alone does not bring in the oversight of art. 2403.
Legal references: artt. 2397, 2403, 2403-bis, 2404, 2409-bis, 2477 c.c.; artt. 11, 14 d.lgs. 39/2010
Only those enrolled in the Register of statutory auditors kept by the Ministero dell’economia e delle finanze (the Ministry of Economy and Finance), or an enrolled audit firm. The auditor must be independent of the company and take no part whatsoever in its management decisions; independence must be verified and documented before accepting the engagement and throughout its duration.
Art. 2 del d.lgs. 39/2010 makes the practice of audit conditional on enrolment in the Register kept by the Ministero dell’economia e delle finanze, access to which requires the good-repute requirements, the traineeship and passing the professional aptitude examination. Art. 5 imposes continuing education, with an annual requirement of training credits partly reserved for the subjects characterising audit: the number of credits due and their allocation are set out in the annual programme approved by the Ministero dell’economia e delle finanze, which should be consulted at the start of each training year. Art. 9 recalls the principles of professional ethics, confidentiality, objectivity and professional scepticism; art.
10 governs independence, requiring the auditor to abstain where financial, business, employment or other relationships exist such that an informed and reasonable third party would conclude that independence is compromised, and to document in the working papers the threats identified and the safeguards adopted. For public interest entities, the restrictions on non-audit services and on fees provided by artt. 10-bis e seguenti are added. In unlisted companies, the independence check must also cover services rendered by parties connected with the auditor: it is the point on which, in practice, the greatest number of unacceptable engagements arises.
Legal references: artt. 2, 5, 9, 10, 10-bis, 10-ter, 10-quater d.lgs. 39/2010
independence and the first engagement
The first engagement requires verifying the opening balances, which the auditor has not previously checked, and obtaining sufficient evidence to establish whether they contain material misstatements and whether accounting policies have been applied consistently. It is the year in which audit risk is highest and planning takes the most time.
The work is performed in accordance with the ISA Italia international auditing standards referred to in art. 11 del d.lgs. 39/2010. The first engagement is governed in particular by the ISA Italia 510 standard, devoted to opening balances: the auditor must establish whether the opening balances contain misstatements that materially affect the current year’s financial statements, whether the accounting policies applied to the opening balances have been applied consistently and whether any changes are properly accounted for and adequately presented in the notes. Information about the predecessor auditor must also be obtained and, where possible, the predecessor’s working papers examined.
Planning follows ISA Italia 300, and the understanding of the business and of its internal control system ISA Italia 315; materiality is determined under ISA Italia 320. The outcome is the report of art. 14, comma 2, del d.lgs. 39/2010, containing the opinion on the financial statements, any emphasis of matter and the opinion on the consistency of the management report with the financial statements. If sufficient evidence on the opening balances cannot be obtained, the consequence is a qualified opinion or a disclaimer of opinion: a circumstance to flag to the company in advance, not to announce once the accounts are approved.
Legal references: artt. 11, 14 d.lgs. 39/2010; principi di revisione ISA Italia 300, 315, 320, 510, 700
the first audit engagement · OIC 5 and liquidation accounts
In companies other than public interest entities, the engagement lasts three financial years and expires with the shareholders’ meeting approving the third year’s accounts. The fee is set upon appointment for the entire duration and may not be made conditional or linked to results. Revocation requires just cause.
Art. 13 del d.lgs. 39/2010 provides that the shareholders’ meeting, on a reasoned proposal of the supervisory body, confers the engagement and determines the fee for its entire duration, together with any criteria for adjustment during the term. The fee must be commensurate with the scope and complexity of the engagement: art. 10, comma 10, rules out making it subject to any condition, setting it by reference to the results of the audit or making it depend in any way on the provision of non-audit services. For companies other than public interest entities, the duration is three financial years, expiring on the date of the meeting convened to approve the financial statements for the third year.
Revocation is resolved by the shareholders’ meeting, after hearing the supervisory body, and requires just cause: a difference of opinion over an accounting treatment or an audit procedure does not constitute just cause. Resignation, consensual termination and revocation are also governed by decreto del Ministro dell’economia e delle finanze 28 dicembre 2012, n. 261, which requires audit continuity and a reasoned notification. For public interest entities, the longer durations and the rotation rules of art. 17 apply.
Legal references: artt. 10, comma 10, 13, 17 d.lgs. 39/2010; d.m. MEF 261/2012; art. 2400 c.c. per i sindaci
the SRL: bodies and obligations · fee calculation · request a quotation · the first audit engagement · OIC 5 and liquidation accounts · setting up an SRL · SRL and SRLS · shell companies and accounting obligations
The appointment of the supervisory body or the auditor must be resolved within thirty days of the meeting approving the financial statements from which the excess over the limits emerges: it is a short deadline, and delay exposes the company to intervention by the court. The fee calculator and the online quotation indicate the cost of the engagement.
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