New thresholds and requirements for the mandatory appointment of supervisory bodies or auditors in Italian limited liability companies

On June 17, 2019, the Italian Parliament passed Law No. 55/2019 ("Law"), thus amending and supplementing – in addition to those amendments provided for by the previous Legislative Decree No. 14/2019 – the audit and control statutory framework applicable to Italian limited liability companies.

The Law amended – inter alia – Sec. 2477 of the Italian Civil Code by reducing the dimensional thresholds (i.e. assets, revenues and number of employees) and amending the requirements, which trigger the obligation to appoint a supervisory body or an auditor in Italian limited liability companies.

In particular, the obligation to appoint a supervisory body or an auditor triggers if the Company:

1. is required to present consolidated financial statements; or 
   
2. is controlled by a company, which is required to perform statutory audit; or 
3. exceeds – for two consecutive financial years – at least one of the following thresholds:
   

1. (a) total assets: 4 million Euros;
2. (b) total revenues: 4 million Euros;
3. (c) average number of employees during the relevant financial year: 20 units

Moreover, the Law sets out that the obligation to appoint a supervisory body or an auditor referred to under item 3. above, ceases only if for three consecutive financial years none of the thresholds referred to under item 3. above has been exceeded.

Italian limited liability companies shall comply with the Law within December 15, 2019, by amending and supplementing their Articles of Association accordingly and – in case the above-mentioned thresholds have been exceeded during the two past financial years (i.e. 2017 and 2018) – by appointing the relevant supervisory body or auditor, as the case may be.

With respect to the following years, upon approval of financial statements showing an exceeding of at least one of the relevant thresholds referred to above, the shareholders' meeting shall appoint the relevant supervisory body or auditor – as the case may be – within the following thirty days. Failing such appointment and upon request of a third party or of the Companies' Register, the competent Court shall provide for the relevant appointment.