Board of director meeting requirements
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
The articles of association of a S.r.l. may provide that the decisions of the board of directors are taken by way of written consultation or written consent.
Directors are required to, at a minimum, approve the company’s draft financial statements each year.
The S.r.l. is obliged to appoint an auditing body which can consist either:
- In a board of three effective members and two alternate members or
- In a sole auditor or
- In an external auditor
The following requirements/thresholds need to be met:
- The company is required to prepare the consolidated financial statements
- The company is controlled by a company which is subject to the legal auditing by an external auditor
- For two consecutive financial years the company has been exceeding two of the following thresholds:
- The assets resulting from the balance sheet are equal to €4.4 million
- The profits are equal to € 8.8 million
- The personnel employed by company consists of 50 employees or more
- The company is controlled by a company listed in the stock exchange
- The company issues securities
The obligation ceases if, for two subsequent financial years, two of the aforementioned limits have not been exceeded.
The auditors must receive a remuneration for their office.
For the S.p.A.:
- The auditing body is mandatory in the joint stock companies
- It is composed by three effective auditors and two alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation)
- They must receive a remuneration for their office