Articolo 2477: Nuovi limiti e obblighi di revisione per le SRL

When the company takes its responsibilities
by Federico Valenza

The fulcrum of this maneuver is the modification of art. 379 of the new Crisis CodeArticle 2477 of the Civil Codeparagraph 2 of Article 2477 of the Civil Code. 

The thresholds mentioned above, however, have undergone numerous changes over the years, including modifications and sudden increases. Specifically, it is appropriate to identify a watershed from the birth of the Business Crisis Code

Initially, in fact, the conditions necessary to achieve the mandatory appointment of the supervisory body concerned the aforementioned companies which:

a) had the obligation to prepare consolidated financial statements;

b) had, among their subsidiaries, a company obliged to carry out the statutory audit of accounts

c) verified that two of the following limits were exceeded for two consecutive financial years:

1) a balance sheet

asset; 2) a total revenue from sales and services exceeding 8.8 million euros;

3) an average number of employees employed for each financial year exceeding 50 units.

With regards to point c), the appointment obligation ceased if none of the above-mentioned limits were passed for two continuous financial years. 

With the birth of DL 14/2019

1. the balance sheet assets went from 4.4 million to 2 million
2. the total revenues for sales and services fell from 8.8 million to 2 million
3. the average number of employees employed in the year decreased significantly, reaching at least 10 unit

   Furthermore, it was sufficient to exceed even just one of the parameters described above to integrate the obligation to appoint the control body or the statutory auditor.  The obligation ceased if the limits listed had not been exceeded for three consecutive financial years.

   The introduction of this new regulation for smaller companies was probably recognizable in the revolutionary spirit of the Business Crisis Code

   It is more than evident that the thresholds envisaged at the dawn of the introduction of Legislative Decree 14/2019 were too low compared to the average trend of the sector; the criticism was raised with particular regard to the average number of employees per year, which must be less than 10 units (a very low threshold that can easily be overcome, with the consequent obligation to appoint the supervisory body).

   The Government, therefore, intervened by once again modifying the thresholds indicated in article 2477 of the civil code.

   Currently, points a) and b) seen previously remain, but point c is again reformed:

   1) the assets of the Balance Sheet

   2) the total revenues for sales and services must not exceed 4 million euros;

   3) the average number of employees employed in the financial year must not exceed 20 units.

   Exceeding even one of the three thresholds for two consecutive financial years determines the aforementioned obligation. The obligation ceases if, for three subsequent financial years, none of the aforementioned thresholds are exceeded.

   Given the continuous succession of extensions, the deadline for the appointment of the supervisory body has been postponed to 30 June 2023, the last date available for the approval of the financial statements relating to the 2022 financial year.

   Finally, with an eye to future prospects, we cannot forget the new role of the sustainability ESG

   What will be the role of the control/auditor body? Certainly that of instilling, like management, a culture oriented towards sustainability: these are fundamental to promote a paradigm of environmental and cultural impact, accompanying companies in the development of the new archetype of the socially responsible company