An audit firm can be approved only if the people who sign statutory audits are qualified and approved, a majority of the voting rights sit with approved firms or qualified people, and a majority of the management body, capped at 75 percent, meets the same test.
The requirement, in our words
An entity can only be approved as an audit firm if the individuals who sign statutory audits for it meet the statutory auditor qualification conditions (good repute, education, the professional examination, theoretical knowledge, practical training and the related articles) and hold approval in that Member State; if most voting rights sit with approved audit firms or with persons meeting those same conditions; if a majority, capped at three quarters, of its administrative or management body consists of such firms or persons (one of two members where the body has only two); and if the firm itself is of good repute. The revision removes the sustainability-only qualification strands from these tests, and national add-ons are allowed only for the board composition limb and only where strictly necessary.
Why it matters
The change closes a gap that mattered once sustainability assurance became a separate service line. A firm could be owned or managed by people who were not statutory auditors and still be approved, provided the signing partners were qualified. The new text moves the test from the signature to the ownership and management of the firm. That matters to a firm that has taken investment from a non-audit parent or appointed a managing director from a consulting background.
What changed
The old Article 3(4) set approval conditions around the statutory auditors who carry out the work. The replacement adds an explicit voting-rights test, an explicit management-body test with a 75 percent ceiling, and a narrow power for Member States to add conditions only on the management-body point.
What to do
- Obtain the shareholder register and mark every holder as an approved firm, a qualified natural person, or neither.
- Recalculate the voting majority on the date of the test, not on the date of the last annual return.
- Map the management body and count the qualifying members against the 75 percent ceiling, including the two-member rule.
Evidence to have ready
| Category | Artefact |
|---|---|
| Audit firm registration | Shareholder register showing voting rights owned by approved firms or qualified individuals, with percentages |
| Audit firm registration | Board or management body roster with each member's approval status and the share of qualified members |
| Audit firm registration | Approval certificates of every individual who signs statutory audits for the firm |
Common failures
- Board majority counted including members who lack approval
- Voting-rights test performed once at registration and not after share transfers
Dates
The national measure must be in force by 19 March 2027. The directive does not state a separate date for an existing firm to re-paper its approval; that is for the competent authority.
The question to test
Can you show the voting-rights and management-body tests on the date the authority asks, not only at the original approval?
Cross-references
A1-2 Key sustainability partner · A2-16 Limited assurance
Source
Article 1(1), replacing Article 3(4) of Directive 2006/43/EC; OJ L 2026/470, 26 February 2026; https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32026L0470. Our statement of the duty, read from the Official Journal text and the held control record, not the instrument verbatim.
Not legal advice; does not certify. A reading of the duty and the evidence commonly sampled, not a substitute for the Official Journal text, the national transposing measure or your auditor's judgement.