Is the appointment of an auditor mandatory?

Verified 01 March 2024 - Directorate for Legal and Administrative Information (Prime Minister)

Designation of a External Auditor (CAC) may be mandatory or optional. It depends on the balance sheet total, the turnover excluding taxes and the number of employees during the financial year. This page concerns only businesses (SARL, EARL, SA, SAS, SCA, SNC, SCPI SCI) and not associations and foundations.

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Limited Liability Company (LLC)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

A CAC may also be appointed at the request of the representative partners at least 1/3 of the capital.

Warning  

the designation of a CAC is mandatory, even if the legal thresholds are not reached, in the case of legal proceedings of the minority partners representing at least 10% capital.

single-member company with limited liability (EURL)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the CAC shall be made by the sole member.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

Public limited company (SA)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the CAC shall be made at an ordinary general meeting on a proposal from the Management Board (or Supervisory Board).

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

A CAC may also be designated voluntarily by a decision of the partners.

Warning  

the designation of a CAC is mandatory, even if the legal thresholds are not reached, in the case of legal proceedings of the minority partners representing at least 10% capital.

Simplified share business (SAS)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the CAC shall be made by a collective decision of the members on a proposal from the Chairman (or another management body).

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

A CAC may also be designated voluntarily by a decision of the partners.

Warning  

the designation of a CAC is mandatory, even if the legal thresholds are not reached, in the case of legal proceedings of the minority partners representing at least 10% capital.

Limited Partnership (SCA)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

A CAC may also be designated voluntarily by a decision of the partners.

Warning  

the designation of a CAC is mandatory, even if the legal thresholds are not reached, in the case of legal proceedings of the minority partners representing at least 10% capital.

General partnership (SNC)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

A CAC may also be appointed at the request of the representative partners at least 1/3 of the capital.

Warning  

the designation of a CAC is mandatory, even if the legal thresholds are not reached, in the case of a legal application by at least one partner.

Limited Partnership (SCS)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

Small groups (parent entities) except EIP (public-interest entity) and entities required to publish consolidated accounts

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €5 000 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €10 000 000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

Small groups (businesses controlled by the parent entity)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €2 500 000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €5 000 000 of turnover HT
  • 25 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

Civil Real Estate Investment businesses (CIPS)

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €1,550,000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €3,100,000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

civil businesses of a certain size having an economic activity

The appointment of an auditor becomes mandatory when two of the following three thresholds are crossed:

  • €1,550,000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €3,100,000 of turnover HT
  • 50 employees

The appointment of the ACC shall be made at an ordinary general meeting or by a body having a similar function.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

Private training organization

The appointment of an auditor becomes mandatory when 2 of the following 3 thresholds are crossed:

  • €230,000 balance sheet total (sum of all assets in an accounting balance sheet)
  • €153,000 turnover
  • 3 employees

The appointment of the ACC shall be made at the ordinary general meeting.

Persons who must establish consolidated accounts must designate 2 CAC independent of each other, i.e. they should not belong to the same professional practice structure.

If the thresholds are exceeded, it is not compulsory to appoint a CAC to audit the accounts for the financial year in which the thresholds are exceeded. The obligation shall enter into force as from the following financial year.

Conversely, the business is not obliged to appoint a CAC if it no longer fulfills these threshold conditions at the end of the two financial years preceding the expiry of the auditor's term of office.

Failure to designate a CAC is punishable by imprisonment for 2 years and a fine of €30,000.

This is at the end of the auditor's term of office (6 years renewable or 3 years in the case of voluntary designation), that the business is entitled not to renew it. The incumbent must remain in office for the duration of his or her term of office, even if the business ceases shortly after his or her appointment to meet the requirements for the appointment of a CAC.

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