Statutory Auditor in Luxembourg: Role, Obligations and Procedure
Mickaël LOC
Chartered Accountant ·
Statutory Auditor in Luxembourg: Role, Obligations and Procedure
In Luxembourg, an approved statutory auditor (REA, réviseur d'entreprises agréé) is mandatory as soon as the company exceeds two of the three following criteria: total balance sheet > €4.4M, turnover > €8.8M, or average headcount > 50 employees. Below these thresholds, a non-REA internal auditor (commissaire aux comptes) must be appointed. Their role is to certify that the annual accounts give a true and fair view of the company's financial position.
Thresholds for obligation in Luxembourg
The appointment of an approved statutory auditor (REA) is mandatory for companies exceeding two of the three following criteria:
- Total balance sheet greater than 4.4 million euros
- Net turnover greater than 8.8 million euros
- Average headcount greater than 50 employees
Role and missions of the REA
The approved statutory auditor certifies that the annual accounts give a true and fair view of the assets, financial position, and results of the company. They also verify compliance with legal and regulatory accounting obligations. They issue an audit report attached to the annual accounts filed with the RCS.
Internal auditor (non-REA)
Companies that do not exceed the statutory audit thresholds must nevertheless appoint an internal auditor (commissaire aux comptes, CàC), who may be a partner or an external person without REA qualification. The CàC verifies the regularity and fairness of the accounts and reports to the general meeting.
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Frequently Asked Questions
What is the difference between a statutory auditor and an approved statutory auditor?
The internal statutory auditor can be appointed from among the shareholders or externally without specific qualification; they perform a compliance check. The approved statutory auditor (REA) is a professional certified by the IRE, required for the statutory audit of companies exceeding the statutory thresholds.
Must all Luxembourg companies appoint a statutory auditor?
Yes, all Luxembourg SARLs and SAs must appoint a statutory auditor. For small structures, an internal statutory auditor is sufficient. For companies exceeding 2 of the 3 statutory thresholds (balance sheet > €4.4M, turnover > €8.8M, headcount > 50), a REA is mandatory.
What is the role of the IRE in Luxembourg?
The IRE (Institut des Réviseurs d'Entreprises) is the professional body that oversees approved statutory auditors in Luxembourg. It is responsible for approval, continuing professional development and quality control of the REAs, in accordance with the law of 23 July 2016 on statutory audit.
Can a statutory auditor be replaced during their mandate?
Yes, the statutory auditor can be removed by the general meeting of shareholders in accordance with the rules set out in the articles of association. For REAs, removal must be justified and cannot be based on differences of opinion with management.
What is the audit report?
The audit report is the document issued by the REA at the end of the statutory audit. It certifies that the annual accounts give a true and fair view of the company's assets and financial position, or identifies qualifications if material anomalies have been detected. This report is attached to the annual accounts filed with the RCS.
