More control in S.r.l. companies

Law 19 October 2017 n. 155 “Delegation to the Government for the reform of corporate crisis and insolvency regimes", published in the Official Gazette n. 254 of 30 October 2017, provides for the Government to adopt one or more legislative decrees implementing the aforementioned reform within twelve months from the date of entry into force of the said law (therefore within 14 November 2018), which will include, inter alia, specific changes to the civil code as regards the controlling system applicable to limited liability companies by quotas (S.r.l. - società a responsabilità limitata).

Indeed, Article 14 of the delegated law provides for a wider range of cases in which the appointment of the controlling body (even a Sole Auditor or an external auditor) will be mandatory. More specifically such an obligation will apply if the company for two consecutive years has exceeded at least one of the following thresholds:

1. Net Asset value: Euro 2,000,000.00;
2. Revenues from sales and services: Euro 2,000,000.00;
3. Total number of workers employed on average during the relevant fiscal year: 10 units.

These criteria are tigher than those currently set out in the combined provisions of Articles 2477 and 2435 bis of the civil code and, when in force, will require a significant number of limited liability companies by quotas, that currently do not have a controlling body, to necessarily appoint one.

Article 14 of the delegated law also stipulates that if the company, in all cases where it is obliged by law, does not appoint the controlling body or the external auditor within 30 days from the approval of the financial accounts in which, for the second consecutive year, one of the above listed thresholds has been exceeded, the appointment may also be made by the Court upon request of the registrar of the Companies’ Register.

Finally, it is foreseen that the obligation to appoint a controlling body or external auditor ceases when for any three consecutive years none of the above listed thresholds has been exceeded.