The obligation to appoint the statutory auditor for Srl as decided by Legislative Decree no. 14/2019, underlies the philosophy behind the new code of the corporate crisis. The appointment of the statutory auditor provided for in the New Corporate Crisis Code for debt and insolvency management was designed to:
- Assist the company by offering it the opportunity to manage the tax or private debt through an extrajudicial and agreed procedure;
- Ensure investors, savers, suppliers, workers, customers and the Treasury through the company’s statutory audit body, which is assigned a function parallel to that of the auditor and statutory auditors, that is, the obligation to report first to the company’s management and, in the absence of appropriate action, to the body responsible (OCRI) of the existence of substantial evidence of crisis.
The appointment of the statutory auditor in Srl and its guarantee function for companies and creditors
The statutory auditor’s mission shall be carried out through:
- the report on the financial statements and consolidated financial statements with the results of the audit;
- the verification of the regular keeping of company accounts during the year and the correct recording of management facts in the accounting records.
The statutory auditor’s audits shall be responsible for identifying:
any status of crisis of the conpany;
- isolate factors that can ensure the ability of the audited company to maintain business continuity;
- determine how to deal with any insolvency in an agreed manner with debtors and cancel debts without resorting to judicial or bankruptcy measures.
For these reasons, the lawyer in charge of managing the company’s debts has:
- The right to request and obtain from the administrative body documents and information useful for the activity of statutory audit and may proceed to inspections, checks and examinations of documents and documentation of the company;
and is obliged to:
- report to the auditor any state of crisis of the company and, at the same time where it exists, the guarantee of business continuity.
The statutory audit obligation for Srl (limited liability company), companies, Spa (joint stock company) companies
The obligation to have an internal statutory auditor for debt and insolvency crisis management is established for Srl and Spa that have:
- more than 20 employees;
- turnover in excess of 4 million euros;
- balance sheet assets of 4 million euros.
In the new Code of Corporate Crisis the statutory auditor must be a lawyer or enrolled in the official list of statutory auditors, he cannot be the Company’s accountant. The statutory auditor must guarantee conditions of absolute independence from the company subject to statutory audit and must not be linked to it by economic, personal or professional relationships.
Penalties for failure to appoint the auditor
If a company obliged to audit does not comply with the appointment of the statutory auditor, it may incur:
- penalties up to € 10,329;
- revocation of directors in charge;
- winding-up of the company;
- assignment of the statutory auditor by the OCRI Corporate Crisis Composition Body.
Costs, Fees, Internal Auditor Prices
The costs or fees for carrying out the statutory audit of the company are determined by several factors such as:
- size, composition and risk determined by the balance sheet of the company, its economic and financial resources and for the preparation of the consolidated financial statements;
- risk profiles relating to the procedures for consolidating the accounts and the state of the company’s finances;
- preparation and experience of the statutory auditor;
- supervisory activities and guidance for the legal protection of the company in the event of an arrangement for the resolution of the state of insolvency of the company, with respect to the entitled parties.
