The Board of Statutory Auditors and the New Culture of Prevention
The updated structure of the Statutory Auditors’ report for the 2025 financial year marks a significant evolution in oversight activities, shifting the focus toward proactive monitoring for the early detection of business distress. Pursuant to Article 2429, paragraph 2, of the Italian Civil Code, the Board of Statutory Auditors is required to rigorously verify the adequacy of administrative and accounting structures. This is no longer intended as a mere ex-post acknowledgment, but as continuous monitoring of predictive economic and financial indicators. In this light, the report must align with the updated Rules of Conduct issued by the CNDCEC (Dec. 2024), particularly Rules 3.5, 3.6, and 3.7 regarding organizational setups, and Rules 11.1 and 11.2 on crisis detection. A key element is the reference to Legislative Decree 14/2019 (Code of Business Crisis and Insolvency): auditors must oversee debt sustainability over a twelve-month horizon (Art. 3, para. 3) and monitor “red flags” such as payment delays or exposures to qualified public creditors (Art. 25-novies). Incorporating CNDCEC alert indices and recovery feasibility tests (Art. 13) transforms the report into an early warning tool. This aligns with the mandatory written communication requirements under Art. 25-octies for auditors—a duty extended as of September 2024 to statutory auditors/independent firms under the ISA 570 principle.
Liquidators’ Powers: The Supreme Court Confirms Provisional Business Operations
With Order no. 6666/2026, the Supreme Court provided crucial clarification on the scope of action for liquidators in joint-stock companies when shareholders have not provided specific instructions. The Court established that, unless the shareholders’ meeting decides otherwise, the liquidator is legally empowered to perform all acts useful for the liquidation, including the provisional exercise of the business. This means that continuing operations does not strictly require explicit authorization, as the criterion of utility for the liquidation process serves as the general guiding principle. Liquidators may legitimately continue business activities or sell business branches if such actions are aimed at preserving company value and ensuring the best possible recovery for creditors.
Challenging Resolutions: The Strict Burden of Proof in Conflicts of Interest
Regarding the validity of corporate resolutions, the Supreme Court has reaffirmed the strict requirements for annulling decisions approved with the decisive vote of shareholders in a potential conflict of interest. To succeed in such a challenge, it is not enough to show a general divergence of interests; the simultaneous existence of two conditions is required: a concrete conflict of interest and proof of actual or potential harm to the company’s assets. The conflict must be current and objectively impact the pursuit of the corporate interest to the point of distorting the decision-making process. Furthermore, if the contested transaction is “neutralized” by external factors—such as compensatory payments from third parties—no harm is recognized, and the resolution remains valid.
Company Dissolution and Legal Representation
Order no. 5610/2026 clarifies the distinction between the dissolution and the extinction of a limited liability company (S.r.l.). The expiry of a company’s legal term triggers dissolution but does not result in immediate extinction; the entity continues to exist to wind up its affairs. Crucially, while dissolution has an automatic internal effect between the company and its directors, it is only enforceable against third parties once it is officially recorded in the Business Register. Until this registration occurs, the director retains full legal standing to represent the company. The Court also confirmed that filing liability actions against the directors of subsidiaries is considered a “conservative act” of corporate assets, which remains legitimate even during the liquidation phase.