The rules governing the liability of auditors in public limited companies, set forth in Article 2407 of the Civil Code, have been updated by Law No. 35 of 14.3.2025: it emerges at first sight a balance between the responsibility of auditors and the protection of their position, with economic and time limits for liability actions. In particular, the economic liability of auditors for culpable violations is limited to a multiple of the remuneration received (15, 12 or 10 times, depending on the remuneration), with no limit in case of willful misconduct.

Here the main points:

1. Professional Diligence: Statutory auditors must act professionally and diligently, not limiting themselves to the ‘good family man’ criterion, but following specific professional standards.  They must have appropriate technical skills.
2. Exclusive liability: Statutory auditors are liable for breaches of their duties, independently of the directors.  Liability may be individual or joint and several among the members of the board.
3. Concurrent liability: Statutory auditors may be liable jointly with the directors for damages caused by negligent control.  Liability requires proof of damage, causation and avoidability of the damage by diligent supervision.
4. Liability actions: Actions against auditors may be brought by the company, creditors, shareholders or third parties.  The limitation period is five years from the filing of the annual report,  reducing uncertainty for auditors.