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European Union - 8th
Company Law Directive
DIRECTIVE
2006/43/EC
CHAPTER II:
APPROVAL, CONTINUING EDUCATION AND MUTUAL
RECOGNITION
Article 3
Approval of statutory auditors and audit firms
1. A statutory audit shall be carried out
only by statutory
auditors or audit firms which are
approved by the Member
State requiring the statutory audit.
2. Each
Member
State
shall designate competent authorities
which shall be responsible for approving statutory auditors and
audit firms.
The competent authorities may be professional associations,
provided that they are subject to a system of public oversight
as provided for in Chapter VIII.
3. Without prejudice to Article 11, the competent authorities
of the Member States
may approve as statutory auditors
only natural persons who satisfy at least the conditions laid
down in Articles 4 and 6 to 10.
4. The competent authorities of the Member States
may
approve as audit firms
only those
entities which
satisfy the
following conditions:
(a) the
natural persons who carry out statutory audits on
behalf of an audit firm must satisfy at least the conditions
imposed by Articles 4 and 6 to 12 and
must be approved as statutory
auditors in the
Member
State
concerned;
(b) a
majority of the voting rights in an entity
must be held by audit firms
which are approved in any Member State or by
natural persons who satisfy at least the conditions imposed by
Articles 4 and 6 to 12.
Member States may provide that
such natural persons must also have been approved in another
Member
State.
For the
purpose of the statutory
audit of cooperatives and similar entities as referred to in
Article 45 of Directive 86/635/EEC, Member States may
establish other specific provisions in relation to voting
rights;
(c)
a majority — up to a maximum of 75 % — of the
members of the administrative or management body
of the
entity must be audit firms which are approved in any Member State or natural persons who satisfy at least the
conditions imposed by Articles 4 and 6 to 12.
Member
States may provide that such natural persons must also have been
approved in another
Member
State.
Where such
a body has no more than two members, one of those
members must satisfy at least the conditions in this point;
(d) the firm must satisfy the condition imposed by Article 4.
Member States may set additional conditions only in relation to
point (c).
Such conditions shall be proportionate to
the objectives
pursued and shall not go beyond what is strictly necessary.

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