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 described below, 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 €4.4m, (ii) net turnover of €8.8m 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.