Site

Map

LUXEMBOURG

THE STATUTORY AUDITOR
Article 61 of the Luxembourg law on Commercial Companies stipulates that every Société Anonyme must be supervised by one or more statutory auditors (Commissaires aux Comptes), who may but are not required to be members. They shall be appointed by the general meeting of shareholders, may be re-elected, and may hold office for a term not exceeding six years.

Article 62 of the law provides that the statutory auditors shall have unlimited power of supervision and control over all the operations of the company. They may inspect, but  not remove, the books, correspondence, minutes and, in general, all the records of the company.

Semi-annually, the directors shall provide them with a statement summarising the assets and liabilities. The statutory auditors must report to the general meeting on the results of the mandate entrusted to them, making such recommendations as they consider relevant. If the company carries inventories, the auditors must inform the meeting of the method adopted by them for the verification of such inventories.

In practice, a statutory auditor is usually an independent person and acts in much the same way as an independent auditor, with the exception that he does not express an opinion on whether the financial statements submitted to the shareholders for their approval show a true and fair view of the financial situation of the Company.

Under Article 35, if the company exceeds two of the three limits laid down by Article 215, the statutory auditor must be an independent auditor, who is a member of the Institut des Réviseurs d'Entreprises,. The limits are (i) a balance sheet total of €3.125 million, (ii) net turnover of €6.25m and (iii) average number of full-time staff during the financial year of 50.

However, Article 35 paragraph (3) exempts a company with a single shareholder from the requirement for an independent audit.

We work closely with professionals who undertake the duties and responsibilities of a Commissaire aux Comptes. We also prepare the financial statements and maintain the books and records in a manner which simplifies the job of certification by the Commissaire.

Where an audit is required by law or is otherwise requested by the shareholders or directors of a company we can provide that service as Chartered Accountants or Reviseurs d’Entreprises.

COMMISSAIRE AUX COMPTES