Italian Parliament approves new rules on statutory auditors’ liability

On 12 March 2025 the Senate of the Italian Parliament approved the legislative proposal to amend Section 2407 of the Civil Code on statutory auditors’ liability.

The law text should be published in the Official Gazette in the next few days.

The new rules will introduce:

• limits to statutory auditors’ liability, which are now anchored to the level of fees (except in case of fraud);
• a five-year limitation period for bringing liability actions against statutory auditors, as already provided by Article 15(3) of Legislative Decree no. 39/2010 in respects of liability action against external auditors.¹

Section 2407 of the Civil Code has been amended as follows.

Previous wordings	New changed wordings
Statutory auditors must discharge their duties with the professionalism and diligence required by the nature of the office; they are responsible for the truthfulness of their attestations and must keep the facts and documents of which they have knowledge by reason of their office confidential.	Unchanged
They are jointly and severally liable with the directors for the latter’s actions or omissions, when the damage would not have occurred if they had supervised in accordance with the obligations of their office.	Except where they acted with fraud …the liability of statutory auditors towards the company, shareholders, creditors and third parties is limited to a multiple of the annual fees perceived, as follows: up to EUR10,000, 15 times; from EUR10,000 to EUR50,000, 12 times; over EUR50,000, 10 times.
The provisions of Articles 2393, 2393-bis, 2394-bis and 2395 apply to liability actions against statutory auditors.	Unchanged
	The statute of limitations applicable to liability actions against statutory auditors is five years running from the date of the filing of the report under Article 2429 (ie the statutory auditors’ report attached to the financial statements) relating to the year in which the damage occurred.

 

Par. 2, relating to joint and several liability of directors and statutory auditors, has been deleted.

Joint and several liability of statutory auditors has always been a debated corporate governance question: statutory auditors have a supervisory role but can’t intervene in management. And directors’ remuneration is far higher than that of auditors. Despite this, the previous applicable law provided for unlimited liability of both directors and statutory auditors, which has penalized statutory auditors.

The new applicable rules don’t clarify:

• if they retroactively apply, including for pending liability claims;
• what happens if the company fails to pay compensation to the statutory auditors, which frequently happens in case of bankruptcy adjudication (the new Article 2407 of the Italian Civil Code refers only to the compensations "perceived"); and
• which annuity is to be considered for this calculation.

We’ll monitor the developments in the courts and keep you posted.

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¹As reported in one of our previous DeRisk edition, the Italian Constitutional Court stated that the prevision of a different discipline on statute of limitations for audit firms and statutory auditors respect the directors is legitimate (see decision no. 11 published on the Official Gazette no. 27 of 3 July 2024).