Obligation to Appoint a Statutory Auditor (ROC)

Are always required to appoint a Statutory Auditor (ROC) to perform the legal review of accounts, all of the following:

• Permanent representations and branches established in Portugal of companies headquartered abroad (non-residents with a permanent establishment in Portugal);
• Public limited companies (sociedades anónimas);
• Non-profit entities that present consolidated accounts;
• Private limited companies (sociedades por quotas) and non-profit entities that do not present consolidated accounts, whenever, for two consecutive years, two out of the following three thresholds are exceeded:

1. Total assets: 1,500,000 euros;
2. Total net sales and other income: 3,000,000 euros;
3. Average number of employees during the fiscal year: 50.

The appointment of a Statutory Auditor (ROC) is no longer required if the company establishes a supervisory board or if two of the three previously mentioned criteria are not met for two consecutive years.

Regarding private social solidarity institutions and similar entities covered by the Cooperation Protocol signed by the National Confederation of Solidarity Institutions, the Union of Portuguese Misericórdias, and the Union of Portuguese Mutualities with the Ministry of Solidarity and Social Security, the above-mentioned thresholds are multiplied by a factor of 1.70.

The provisions of the previous paragraph also apply to humanitarian firefighter associations.

Legal basis: Article 262 of the CSC; Circular No. 18/2024 of the OROC; Article 12 of Decree-Law No. 36-A/2011, of March 9.