On the 12th of April 2025 Law no. 35 of 14 March 2025 on “Amendment to Article 2407 of the Civil Code, regarding the liability of members of the Board of Auditors”, published in the Official Journal no. 73 of 28th March 2025, came into force.
The second paragraph of Article 2407 of the Civil Code establishes in the new statement that, except in the case in which they have acted with intent, auditors are liable for damages caused to the company, shareholders, creditors and third parties with the following limits based on the annual compensation received:
(i) for compensation up to € 10,000.00, fifteen times the compensation;
(ii) for compensation from € 10,000.00 to € 50,000.00, twelve times the compensation;
(iii) for compensation greater than € 50,000.00, ten times the compensation.
With the new fourth paragraph of art. 2407 c.c., a five-year limitation period for liability actions against auditors has also been introduced, starting from the filing of the report referred to in art. 2429 c.c.
We agree with the article "Extemporaneous conversation on the reform of art. 2407 c.c." written by Attorney Ettore Maria Negro and published on March 17, 2025, on Ristrutturazioni Aziendali.