THE NEW LIMITS FOR EXEMPTION FROM DRAFTING APPLY IMMEDIATELY!
The European Law 2019-2020 has led the legislator to make changes to the Civil Code through the publication in the Official Gazette No. 12 of 17 January 2022 of Law 238/2021 with changes introduced by articles 24 and 25.
In particular, art. 24, in addition to the amendments to some provisions relating to the Civil Code, with the revision of paragraph 1 and the inclusion of paragraph 1 bis actually increases the number of companies that may be exempted from drafting the consolidated financial statements.
Then there are some specific information relating to the lists of companies included in the consolidation.
As reported in paragraph 4 of art. 24, the changes introduced are immediately applicable (“they apply starting from the financial statements relating to the first year following the one closed or in progress as of 31 December 2019”).
Legislative Decree 127/91 — Art. 27 Cases of exemption from consolidated financial reporting obligations
Paragraph 1 — Parent companies that, together with the subsidiaries, have not exceeded the obligation indicated in art. 25 are not subject to the obligation indicated in art. 25 on a consolidated basis for two consecutive years, two of the following limits: a) 20 million of total assets; b) 40 million of total revenues; c) 250 average employees in the year
Paragraph 1 bis (new) The verification of exceeding the numerical limits indicated in paragraph 1 may be carried out on an aggregated basis without carrying out consolidation operations. In this case, the numerical limits indicated in paragraph 1, letters a) and b), are increased by 20 percent.
The difference is substantial because paragraph 1 now establishes that the parameters must be verified on a consolidated basis, that is, after carrying out the consolidation operations. Previously, the verification was carried out on an aggregated basis, i.e. before consolidation operations.
At this point, the provision of the new paragraph 1 bis, which approaches the exemption from a mathematical point of view, comes into play. The values of assets and revenues are increased by 20% to verify the exemption. The meaning of the increase is precisely to consider the value of any consolidation transactions that, from aggregate values, certainly lead to definitely lower consolidated values. In fact, it is well known to everyone that the elimination of intragroup elements (credits, debts, costs, revenues, loans) in addition to the elimination of investments lead to consolidated values of assets and revenues generally much lower than the same aggregated values.
The verification of the exemption through a mathematical approach also responds to a simplification and reduction of the information burden on companies that do not have to prepare the consolidated financial statements to know if they will finally be required to prepare the consolidated financial statements or not.
D. Lgs. 127/91 — Art. 39 Lists of the companies included in the consolidated financial statements and of the investments
Paragraph 1 bis (new) The list provided for in article 38, paragraph 2, letter d), must also indicate, for each company, the amount of equity and the profit or loss resulting from the last approved financial statements. This information may be omitted when the controlled company is not required to publish its balance sheet according to the provisions of the applicable national law.
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