English

CORPORATE | New law on statutory auditors’ liability entered into force

On 12 April 2025, Law No. 35/2025 (the “Law”) entered into force, partially amending Article 2407 of the Italian Civil Code on the liability of statutory auditors of joint stock companies.

Pursuant the previous text of Article 2407 of the Italian Civil Code:

  • the statutory auditors had to carry out their duties with the diligence required by the nature of their task, were responsible for the truthfulness of their statements and had to keep secret the facts and documents which came to their knowledge by reason of their office (the so-called “responsabilità esclusiva”) (paragraph 1 of Article 2407 of the Italian Civil Code);
  • the statutory auditors were jointly liable with the directors for their acts or omissions if the damage would not have occurred if they had supervised in accordance with their duties (the so-called “culpa in vigilando”) (paragraph 2 of Article 2407 of the Italian Civil Code).

On the basis of the amendments introduced by the Law, while the “responsabilità esclusiva” of the first paragraph of Article 2407 of the Italian Civil Code remains confirmed, the second paragraph is redrafted in order to introduce a system of limitation of the auditors’ liability based on their remuneration. In particular, according to the new Article 2407 of the Italian Civil Code:

  • except for cases of wilful misconduct, auditors who violate their duties shall be liable for damages caused to the company, its shareholders, creditors and third parties, up to a multiple of the annual fee received, according to the following ranges: 15 times the remuneration for remuneration up to Euro 10,000; 12 times the remuneration for remuneration between Euro 10,000 and Euro 50,000; 10 times the remuneration for remuneration exceeding Euro 50,000;
  • liability actions against statutory auditors shall be time-barred 5 years after the filing of the report referred to in Article 2429 of the Italian Civil Code for the financial year in which the damage occurred.

The Law confirms that the provisions of Articles 2393, 2393-bis, 2394, 2394-bis and 2395 of the Italian Civil Code on directors’ liability shall continue to apply to liability actions against auditors, to the extent that they are applicable.

Newsletter n. 106 – April 2025