12.1 Statutory Audit Requirements

Italian companies are subject to statutory audit requirements based on their legal form and size. An audit is mandatory for:

• All S.p.A. companies
• S.r.l. companies exceeding two of the following thresholds for two consecutive years:
  • Total assets > €4 million
  • Revenues > €4 million
  • Employees > 20

Audits must be performed by registered professionals or audit firms listed with MEF (Ministry of Economy and Finance).

12.2 Appointment and Independence

Auditors are appointed by shareholders and must remain independent of management. The term is typically three years, renewable. Auditors must not have conflicts of interest or financial ties to the company. Rotation rules may apply to listed entities.

12.3 Audit Scope and Standards

Audits cover financial statements, internal controls, and compliance with accounting standards. Auditors follow Italian GAAS (Generally Accepted Auditing Standards) and, for listed companies, ISA (International Standards on Auditing). Reports must include an opinion and may highlight material weaknesses or irregularities.

12.4 Reporting and Disclosure

Audit reports are filed with the Companies Register and included in the annual financial statements. Listed companies must publish audit opinions and any key audit matters. Auditors may also report fraud or non-compliance to authorities under whistleblower protections.