The Competitiveness Decree (Decreto competitività) n. 91/2014, converted into Law n. 116 (published in the Italian Official Gazette on August, 2014) introduced some important measures to support business development in Italy, concerning different productive sectors and areas of expertise: it concerns tax incentives to support Made in Italy, deductions for the lease of lands, revaluation of the cadastral income and interventions for the energy efficiency of school buildings, etc..

Between all these news, it is possible to note some mini-reforms about corporate law aimed to change some relevant aspects of life and organization of corporations. The most important, or at least the most immediate, new concerns the possibility to revoke the auditor in the limited liability company. The Decree n. 91/2014 had already excluded the obligation to appoint the Board of Auditors linked solely to the amount of share capital, having abrogated the second paragraph of the article 2477 of the Italian Civil Code. The conversion law introduced an “interpretative” rule establishing that the supervening absence of the obligation to appoint the control body or the Auditor, constitutes just cause for revocation. However, the absence of the obligation is not enough to realize the situation of revocation for just cause. In fact, the second paragraph of the article 2400, states that the decision of revocation has to be approved by decree of the Court, after hearing the person concerned. During the judgment the revocation is ineffective.

This appendix appears, in the opinion of the writer, completely incoherent with the spirit of the Competitiveness Decree, especially compared to the rules aimed to simplify the bureaucratic for the companies. This means, the legislator would have to be more effective eliminating those provisions, as the second paragraph of the aforementioned article 2400, which further complicate the fulfillment of the corporations.

Finally, to summarize the cases in which the appointment of the Board of Auditors will be still required according to the recent rules are: 1) if the Limited Liability Company exceeds the parameters requiring to prepare financial statements in ordinary form; 2) if the company is required to prepare financial statements on a consolidated basis; 3) if the company controls another entity required to perform statutory audits.