Board of director meeting requirements
Italy
Società a responsabilità limitata (S.r.l.)
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.
Auditing body
- The S.r.l. is obliged to appoint an auditing body which can consist of either:
- In a board of 3 effective members and 2 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 S.r.l. controls a company which is subject to the legal auditing by an external auditor
- For 2 consecutive financial years, the company has exceeded at least 1 of the following thresholds:
- The assets resulting from the balance sheet are equal to EUR 4 million
- The profits are equal to EUR 4 million
- The average number of the personnel employed by the company is 20 employees
- The obligation to appoint an auditing body in a S.r.l. ceases if, for 3 subsequent financial years, none of the aforementioned numeric limits have been exceeded.
For Società per azioni (S.p.A.):
The auditing body is mandatory in the joint stock companies, in the form of a board of statutory auditors
It is composed by 3 effective auditors and 2 alternate auditors, appointed by the shareholder’s meeting (with the exception of the first statutory auditors, appointed by the deed of incorporation).
The effective auditors must receive a remuneration for their office.
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