A recent law (legislative decree 14/2019) modified art. 2477 cc.
In consequene of this change there an expansion of the range of limited liability companies (s.r.l.) required to appoint the so called “board of statutory auditors” (collegio sindacale) or, alternatively the “independent auditors” (revisori contabili).
It is worth noticing that commercial law provides for compulsory appointment of a control body and makes clear that should no board of statutory auditors or independent auditors be appointed by the shareholders’ meeting, the Courts will do so.
The already existing s.r.l. (limited liability companies) that meet parameters as of the date of entry into force of the new rules, must appoint, the control body within December 16, 2019.
We have to point out that the role of the control body is essential as both statutory auditors (collegio sindacale) and independent auditors, each within the scope of their functions, have 1) the obligation to verify the subsistence of a financial and economic stability of the company itself and 2) the duty to report to the directors (without delay) existence of facts which may be considered as a reasonable evidence of a state of crisis (particularly financial crisis).
We remark that this notice has to be done in writing and management has to take initiatives to achieve a solution otherwise control body has to report to an ad hoc crisis composition body.