Approved statutory auditor or commissaire
Approved statutory auditor or commissaire: three figures and two financial years settle it, not the legal form. Article 35 thresholds, the no-overlap rule of article 69, term of office and the SARL with more than sixty members.
Approved statutory auditor or commissaire: which one must your company appoint?
Approved statutory auditor or commissaire in Luxembourg: a company appoints a commissaire for as long as it does not exceed two of the three size thresholds of article 35 of the amended law of 19 December 2002 over two consecutive financial years. Beyond that, the statutory audit of its annual accounts must be entrusted to an approved statutory auditor, and the commissaire institution disappears.
The question is therefore not settled by legal form. An SARL and an SA switch on the same figures, because the audit obligation sits in the accounting law and not in the law on commercial companies. Legal form governs something else: who must appoint a supervisory body when there is no auditor.
Two misreadings recur. The first looks for the trigger among the medium-sized undertaking thresholds, 25,000,000 euros of balance sheet total and 50,000,000 euros of net turnover, whereas those amounts govern the abridged profit and loss layout and the categorisation of groups, not the statutory audit. The second appoints both, a commissaire for form's sake and an auditor for the audit: the law expressly rules that out.
We set out the function itself, its report and the acceptance of the mandate on our page on the commissaire. This article deals with the question that comes before it: which of the two forms of supervision applies to your company, from which financial year, and what the change actually involves.
Which thresholds switch a company from commissaire to approved statutory auditor?
The thresholds that trigger the statutory audit of accounts in Luxembourg are those of the small undertaking in article 35 LRCS: 7,500,000 euros of balance sheet total, 15,000,000 euros of net turnover and 50 employees on average. Exceed two of those three limits over two consecutive financial years and the approved statutory auditor becomes mandatory.
The mechanism is an exemption, not a new obligation. Article 69 LRCS states the statutory audit of annual accounts as the principle, then exempts from that obligation the undertakings referred to in article 35, that is, small undertakings. A company stops being exempt on the day it stops being small within the meaning of the accounting law.
The amounts in force come from the Grand-Ducal Regulation of 25 October 2024, which transposes Delegated Directive (EU) 2023/2775 and raises the size criteria by around 25 %. Luxembourg exercised the maximum option for the small undertaking, 7.5 million and 15 million euros rather than 5 million and 10 million, and brought forward first application to financial years beginning on or after 1 January 2023.
The repetition criterion of article 36 LRCS has an effect directors underestimate: it works both ways. A company that crosses two thresholds in an atypical year, an isolated disposal, a one-off contribution, does not thereby become auditable; but a company that falls back below the thresholds stays subject to the statutory audit until that exit has repeated over two closings. The categorisation itself is covered in our article on company size thresholds.
| Criterion | Article 35 LRCS limit | Effect of exceeding it |
|---|---|---|
| Balance sheet total | 7,500,000 euros | Counts as one of the two thresholds exceeded |
| Net turnover | 15,000,000 euros | Counts as one of the two thresholds exceeded |
| Average number of employees | 50 | Counts as one of the two thresholds exceeded |
| Counting rule | Two limits out of three | The third criterion is irrelevant |
| Duration | Two consecutive financial years | Article 36 LRCS, in both directions |
| Consequence | Statutory audit by an approved statutory auditor | Article 69 LRCS, end of the exemption |
The two functions never coexist
Holding both a commissaire and an approved statutory auditor is not possible in Luxembourg: article 69 LRCS abolishes the institution of commissaires aux comptes in companies subject to the statutory audit of their accounts. The institution meant is the one provided for by the amended law of 10 August 1915, and the abolition applies in companies under a legal obligation to have their annual accounts audited by an authorised person.
The wording is strong, and that is what makes it operative: the law does not say the commissaire becomes optional, it says the institution is abolished. A company crossing the thresholds does not stack an auditor on top of its supervisory body; it replaces one with the other, and the commissaire's mandate no longer has a subject matter.
The reverse also holds, and is more often forgotten. A company that falls durably back below the article 35 thresholds recovers the audit exemption, but it must then give its accounts supervision again where its legal form requires it: the seat left vacant by the auditor is not neutral, it calls for an appointment.
In practice the switch plays out in the resolution of the general meeting approving the accounts. We regularly see files where the minutes renew the commissaire out of habit although the second year of exceeding the thresholds is closed, which leaves the following year without an authorised controller and forces a catch-up meeting. The annual accounts as filed carry the trace of that anomaly, and taking over a file starts there.
The commissaire is a body of the company
The commissaire is a body of the Luxembourg company, appointed by the general meeting for a term that may not exceed six years, renewable, and revocable by that same meeting. It controls and verifies that the annual accounts give a true and fair view of the financial situation, and it supervises the company's operations.
In the public limited company, supervision must be entrusted to one or more commissaires, shareholders or not, for as long as the company is not subject to the statutory audit. There is no exemption threshold for the SA: the supervisory body is the rule, and the approved statutory auditor takes over once the thresholds are crossed.
In the private limited company the rule is different and reads off the number of members: setting up a supervisory body is mandatory above sixty members. Below that, the SARL may appoint one or more commissaires, members or not, without being required to by law; its articles, however, may impose it. There the commissaire is designated in the company deed and subject to re-election at the intervals set by the articles.
One clarification is worth making before any appointment: the commissaire does not perform a statutory audit within the meaning of the audit law. It supervises and reports to the meeting, which presupposes that its report is available before the meeting, but its opinion does not stand in for an audit opinion. An investor or a bank asking for « audited accounts » will not be satisfied by a commissaire's report, and the confusion is paid for during a fundraising.
| Point of comparison | Commissaire | Approved statutory auditor |
|---|---|---|
| Nature | Body of the company | Outside professional, not a body |
| Appointment | General meeting, or company deed in the SARL | General meeting, for the statutory audit |
| Term | Six years at most, renewable | Fixed-term service contract |
| Approval | No approval required by the accounting law | CSSF approval and entry in the public register |
| Mission | Control of the accounts and supervision of operations | Statutory audit of the annual accounts |
| Trigger | Company exempt from the statutory audit | Two article 35 thresholds exceeded, two years |
The approved statutory auditor is approved by the CSSF
The approved statutory auditor in Luxembourg is not a body of the company: it is a professional holding a CSSF approval, entered in the public register the CSSF administers. Together with approved audit firms, it alone is authorised to carry out the statutory audit of accounts, and it is bound to the company by a fixed-term service contract.
The framework is the law of 23 July 2016 on the audit profession, which transposes Directive 2014/56/EU and implements Regulation (EU) No 537/2014, and which confers public oversight of the profession on the CSSF. Access to the title requires professional training of three to seven years supervised by the CSSF, complementary training in Luxembourg legislation organised by the University of Luxembourg, and an examination of professional competence.
Two practical consequences for a company crossing the thresholds. The first is checking the approval: the CSSF public register is public precisely for that, and a mandate given to a professional who is not entered in it does not amount to a statutory audit. The second is independence, which rules out entrusting the audit to the firm that keeps the books; that is why our own involvement stops at coordination with the auditor.
The requirement tightens further once consolidated accounts come into play. Article 1711-4 of the amended law of 10 August 1915 requires consolidated accounts and a consolidated management report to be drawn up, audited and published, small groups being exempt on the basis of their own size criteria. A Luxembourg parent may thus remain exempt on its own accounts and owe an audit on its consolidated accounts: our page on consolidation describes that scope.
How to prepare for the first statutory audit
Preparing for the statutory audit in Luxembourg is decided in the first of the two years of exceeding the thresholds, not in the second: the approved statutory auditor will test opening balances, physical counts and an audit trail that cannot be reconstructed after the closing.
Anticipation bears on three points. The opening balances of the audited year come from a year that was not audited, and substantiating them is the first piece of work requested. The physical count of inventories and fixed assets must be dated and signed, since a later reconstruction has no probative value. Finally, significant accounting judgements, value adjustments, provisions, the going concern assessment, must be documented at the date they were made.
This is the mistake we see most often on assignments: the crossing is noticed when closing the second year, in the same movement as the approval of the accounts, and the auditor is consulted once the year is already closed. The filing deadline does not move, but the internal timetable compresses accordingly, and the audit fee follows that urgency. Our pricing gives the order of magnitude for bookkeeping and annual accounts; the audit itself belongs to the auditor's budget.
One methodological remark to close. The decision is prepared on forecast figures, not on final accounts: monitoring the balance sheet total, net turnover and average headcount during the year is enough to see the crossing coming a year ahead. It is the same dashboard that serves to watch the other steps of the accounting law, since the three criteria are everywhere the same.
| Moment | Action | Point to watch |
|---|---|---|
| First year of exceeding | Monitoring of the three criteria during the year | Two limits out of three are enough |
| First year end | Documentation of accounting judgements | Value adjustments and provisions dated |
| Second year | Dated and signed counts, audit trail | Cannot be reconstructed after the closing |
| Before the second year end | Selection of an auditor in the CSSF register | Independence from the bookkeeper |
| General meeting | Appointment of the auditor, end of the commissaire mandate | The commissaire institution is abolished |
| Following year | Substantiation of the opening balances | They come from an unaudited year |
Sources and verification
Written for Financial Services Luxembourg and reviewed before publication by Mickaël LOC, licensed accountant (authorisation 10077274). Sources were verified on 25 September 2026, the date on which every rule, threshold, term and reference cited here was cross-checked against an official public source.
The sources consulted are as follows. The guichet.public.lu portal, for its pages « Surveillance d'une SA » and « Surveillance d'une SARL » (supervision entrusted to one or more commissaires, shareholders or not, a term of six years at most, renewable and revocable by the general meeting, the commissaire as a body of the company designated in the company deed for the SARL, a supervisory body mandatory above sixty members, the approved statutory auditor who is not a body and is bound by a fixed-term service contract, appointment by the general meeting once two thresholds are exceeded over two consecutive financial years, control of the true and fair view and supervision of operations), together with its page on the audit profession. Article 69 of the amended law of 19 December 2002, for the principle of the statutory audit, the exemption of undertakings referred to in article 35, the applicability of article 36 and the abolition of the institution of commissaires aux comptes in companies subject to the statutory audit. The Accounting Standards Commission, for its guidance on raising the size criteria of articles 35 and 47 LRCS and of article 1711-4 LSC and for its Q&A 24/034 published in November 2024 (the Luxembourg maximum option of 7,500,000 and 15,000,000 euros, first application to financial years beginning on or after 1 January 2023, the anchoring of the statutory audit in article 69 LRCS, the consolidation exemption for small groups under article 1711-4 LSC and the obligation to draw up, audit and publish consolidated accounts), and for its Q&A 19/019 on the repetition criterion of article 36. The CSSF, for access to the audit profession and the public register (law of 23 July 2016, Directive 2014/56/EU, Regulation (EU) No 537/2014, public oversight, the title of réviseur d'entreprises agréé, the monopoly on statutory audit, training of three to seven years, University of Luxembourg training, examination of professional competence).
Three points could not be verified against the primary text and are therefore asserted only with this reservation. First, the coordinated version of articles 35, 36 and 69 of the law of 19 December 2002 and of the articles of the law of 10 August 1915 on supervision: legilux.public.lu, cnc.lu and cssf.lu are blocked by the network proxy of our drafting environment, sources having been read through indexed extracts. Second, the fifty-employee criterion in the wording of article 35 in force, the delegated directive having adjusted only the monetary criteria. Third, the sectoral rules requiring an approved statutory auditor for supervised entities, investment funds and financial sector professionals, irrespective of the accounting law thresholds: those sit in sectoral laws and CSSF circulars, which readers can consult on cssf.lu, the texts themselves being published on legilux.public.lu.
This article sets out the state of the law at the date of publication and is not personalised advice: crossing the thresholds is assessed on each company's own accounts and over two financial years, and the appointment of a supervisory body depends on the articles of association as much as on the law. Report an error to contact@financialservices.lu: corrections are dated in the article.
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