In Luxembourg, companies may be subject to two types of financial statement audits: legal and contractual. Although both follow the same professional standards, they differ in obligations, scope, and purpose. This article explores these differences, detailing the criteria for legal audits and the specific characteristics of contractual audits based on ISA standards, referencing regulatory texts such as the December 19, 2002, law on the commercial register and annual accounts, and the law on commercial companies.
Legal Audit: A Requirement for Certain Companies
The legal audit is mandated by Luxembourg law for companies that exceed certain size thresholds, including large enterprises and those with public or investor accountability. Companies must undergo a legal audit by a licensed auditor if they exceed at least two of the following three criteria for two consecutive fiscal years:
- Total assets exceeding 4.4 million euros
- Net turnover over 8.8 million euros
- Average employee count above 50
These thresholds apply to public limited companies (SAs), certain limited liability companies (SARLs), and other entities with transparency obligations, such as financial institutions and listed companies.
The purpose of a legal audit is to certify that the company’s financial statements accurately represent its financial position. Conducted in compliance with ISA (International Standards on Auditing), the audit ensures rigorous and independent verification of accounts. The resulting audit report, directed to shareholders, creditors, and other stakeholders, confirms the reliability of accounts and may highlight any anomalies or financial risks.
Contractual Audit: A Voluntary but Structured Verification
The contractual audit is a voluntary process, requested by the company to assess and certify its annual accounts in the absence of a legal requirement. While optional, this audit also follows ISA standards, providing a methodological framework similar to the legal audit.
Unlike other specific engagements (such as merger evaluation or verification of contributions in kind), the contractual audit focuses on the company’s annual accounts, aiming to confirm compliance with accounting standards and financial transparency practices. Contractual audits can enhance the credibility of financial statements with internal or external stakeholders or serve preparatory purposes for fundraising, bank loans, or other initiatives requiring account validation.
Differences and Similarities Between Legal and Contractual Audits
| Aspect | Legal Audit | Contractual Audit |
|---|---|---|
| Obligation | Yes, for companies exceeding certain thresholds | No, voluntary approach |
| Purpose | Certify compliance and transparency of financial statements | Verify compliance of annual accounts |
| Regulation | Strictly regulated and supervised obligations | ISA standards with flexible initiation |
| Report | Mandatory report published with accounts | Report provided as needed by the company |
| Scope | Full financial statements, public transparency | Financial statements, for internal/external use |
Conclusion: Which Audit Suits Your Company’s Needs?
Choosing between a legal and contractual audit depends on a company’s legal obligations as well as its operational and strategic needs. While a legal audit meets regulatory transparency requirements, a contractual audit allows companies to voluntarily enhance their financial credibility without mandatory thresholds.
Do you have specific questions on this topic? Don’t hesitate to contact us.