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Nearly one year after the Italian government enacted the reform to Article 2407 of the Italian Civil Code: doubts concerning the liability for members of the board of statutory auditors remain.
The Rationale Behind the Reform and the New Text of Article 2407 of the Civil Code
On 12 April 2025, new rules on the civil liability of statutory auditors took effect, introduced by Law No. 35 of 14 March 2025, which reformed Article 2407 of the Civil Code.
The legislative intervention aimed to redesign the rules on the liability of statutory auditors in light of various factors (the existence of a case law practice considered particularly "punitive" towards statutory auditors, the difficulty statutory auditors sometimes encounter when obtaining insurance coverage, and the consequent disincentive for the most qualified professionals to take on such positions). On the one hand, the introduction of predefined parameters for the civil liability of statutory auditors might positively influence the willingness and interest of professionals to accept such roles; and, on the other hand, insurance policies (e.g., professional liability and directors and officers insurance) might reduce insurance premiums, making such policies more accessible for professionals, having to take into account the new liability limits.
Therefore, the reform has:
- Introduced a quantitative limit on liability for damages based on multiples of the remuneration received, in cases where the statutory auditor has not acted with intent (a rule that also extends to the role of auditor (revisore legale dei conti), where applicable).
- Removed the explicit reference to joint and several liability with directors.
- Introduced a specific indication of the starting date (dies a quo) for the limitation period for liability actions against statutory auditors. The new rules time-bar liability actions for five years after filing the report referred to in Article 2429 of the Italian Civil Code, concerning the financial year in which the damage occurred.
Nearly one year after the Italian government introduced these changes, this GT Alert provides an overview of the main features of the reform, highlighting whether — and to what extent — they have been clarified in the first doctrinal readings and in emerging case law guidelines.
Non-Retroactivity of the New Rules
A recent point of clarity concerned the potential application of the new rules to cases prior to its introduction.
A recent ruling from the Italian Supreme Court of Cassation (Civil Cassation, No. 1390 of 22/01/2026) confirmed the prevailing orientation of the relevant case law and, emphasizing the interest of the injured party in obtaining compensation, established the non-retroactivity of Article 2407, paragraph 2 of the Civil Code, excluding its application to events that occurred before its effective date.
According to the court, by virtue of the general principle set forth in Article 11, paragraph 1 of the general provisions of the law, Article 2407, paragraph 2 of the Civil Code can only apply to acts committed after its effective date. Furthermore, the court ruled that a company's right to compensation arises when the company's assets suffer damage due to the statutory auditor's breach of duty and must be quantified according to the law in force at that time. Consequently, a supervening provision – such as Article 2407, paragraph 2, of the Civil Code – cannot retroactively affect the quantification of damage already incurred, because the right to compensation has already been established in its entirety when the damage occurred.
The Liability Regime
The removal of the express reference to joint and several liability with directors is another issue that has raised interpretative doubts among stakeholders.
At first glance, this amendment might seem to have led to a shift from a model of joint and several liability to a regime of partial liability, under which statutory auditors might be ordered to compensate only for the portion of the damage for which they are responsible, rather than being liable, together with the members of the administrative body, for the entire amount.
However, in the absence of an explicit derogation from the general principles governing multi-party torts, the rule of joint and several liability (Articles 2055 and 1294 of the Civil Code) should still apply, as the mere removal of the literal reference to joint and several liability is not sufficient to determine the transition to a regime of separate liability.
According to certain authors, the liability of the statutory auditors would continue to be joint and several, without prejudice, in any case, to the limit of the multiple of his remuneration.
In practical terms, this would mean that the injured party might be able to take action against the statutory auditors jointly and severally, albeit within the limits of the individual liability introduced by the reform, according to a model of attenuated (but still joint and several) limited liability,.
The Italian government has proposed a draft bill (disegno di legge) (S. 1246), aimed at aligning the liability regime for auditors (revisori legali dei conti) with the regime the government introduced for statutory auditors. A parliamentary committee is currently examining the bill. This initiative comes as impacted parties highlight the need to further align the respective liability regimes.
For the sake of completeness, it should also be noted that the proposed reform of the Consolidated Law on Finance (Legislative Decree 58/1998) relating to the regulation of listed companies seems to be in conflict with the reformed Article 2407 of the Civil Code. The proposal expressly provides for a regime of joint and several liability of auditors with directors for acts and omissions when the damage would not have occurred if they had exercised supervision in accordance with the duties inherent in their office (see, Article 151.2, Consolidated Law on Finance).
Moreover, interpretative issues may arise regarding the assessment of statutory auditors' remuneration in cases where the court deems it inadequate (due to the complexity of the role or the size of the company and considers that such circumstance constitutes an undue further reduction in the statutory auditors' liability by virtue of the quantitative limits introduced by the reform.
Stakeholders should follow developments in interpretation and monitor the impact the new rules may have on corporate practice.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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