COMPOSIZIONE E NUOVI POTERI/DOVERI DELL'ORGANO DI CONTROLLO E DEL REVISORE NELLE S.R.L., TRA VECCHI E NUOVI INTERROGATIVI

The paper focuses on the main innovations regarding the board of statutory auditors in s.r.l. introduced by the Italian Bankruptcy Law reform (the so-called Crisis and Insolvency Code- CCII).The author aims to analyze both the composition (i.e. the structure) of the board of statutory auditors and the new rules and duties that enriches their supervisory action introduced by Article 379 CCII (which largely modified Article 2477 of the Civil Code). The author highlights the resulting framework: starting from the specific organizational profiles of statutory auditor’s board in s.r.l. and continuing by analyzing the various reactive interventions in case of crisis or emerging crisis, introduced by Article 14 CCII. In the new warning system, the board of statutory auditors plays a fundamental role: its ex-ante supervisory and control activities over management allow it to effectively play an important role as main recipient of any crisis warning signs; in particular, they have to point out a warning in any moment of crisis promptly, in order to find solutions to the current crisis.Therefore, the author points out the various implications involving the role of statutory auditors in the governance of s.r.l. and their relationship with internal audit and management.