In this post we are going to refer to the auditors from the point of view of some aspects of their commercial regulation, that is, who appoints them and how said appointment is revoked; These issues are regulated in articles 263 and concordant of the current Capital Companies Law (LSC).
The auditors are professionals to whom Spanish law attributes the verification of the management report and the annual accounts of the capital companies, although not all companies are required to carry out audits, as we explained in the previous post.
But beware, because although a certain company is not legally obliged to be audited, said audit may be mandatory if partners that represent at least 5% of the share capital of the entity in question request it from the mercantile registrar of the registered office.
It is the General Meeting of Partners (SL) or Shareholders (SA), duly called for this purpose. The appointment of auditors in any case must to be made by agreement adopted before the end of the year to be audited and also for an initial period of time that in no case may be less than three years or more than nine years (from the date on which start the first exercise to be audited).
Can the auditors be dismissed at any time and without just cause ?
No, contrary to what happens with the administrators of a mercantile company, which can be terminated at any time and without just cause by agreement of the General Meeting, in the case of the company’s auditors, the LSC provides that the auditor can not be dismissed before the end of the initial period for which he was appointed, unless there is just cause (eg a serious breach of his duties). This is a measure that seeks to safeguard the independence of the auditing tasks carried out by the auditors, against pressure that partners and / or administrators of the companies that hire them may try to exercise.