All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Issuers are required to publish and file with the Financial Markets Authority an annual financial report within four months following the end of their fiscal year. This concerns French issuers with equity securities or debt securities admitted to trading on a regulated market of a State party to the agreement on the European Economic Area, whose nominal value is less than EUR 1,000, and which are  …

Publication and filing of annual and semi-annual financial reports

Issuers are required to publish and file with the Financial Markets Authority an annual financial report within four months following the end of their fiscal year. This concerns French issuers with equity securities or debt securities admitted to trading on a regulated market of a State party to the agreement on the European Economic Area, whose nominal value is less than EUR 1,000, and which are not money market instruments and have a maturity of less than twelve months . This obligation also applies to the following issuers, provided they have chosen the AMF as the competent authority to monitor compliance with the obligation to publish and file their financial reports : French issuers with securities giving access to capital, debt securities giving the right to acquire or sell any other security or resulting in a cash settlement, including warrants or debt securities whose nominal value is equal to or greater than EUR 1,000 and which are not money market instruments, with a maturity of less than twelve months and admitted to trading on a regulated market of a State party to the agreement on the European Economic Area; issuers whose registered office is established outside France with securities admitted to trading on a regulated French market; issuers whose registered office is established outside the European Economic Area with securities admitted to trading on a regulated French market .

All those issuers must also, when their shares are admitted to trading on a regulated market of a State party to the agreement on the European Economic Area, publish and file with the Financial Markets Authority a semi-annual financial report within three months following the end of the first half of their fiscal year . Made available to the public for ten years, this report includes complete or condensed accounts for the past half-year, presented in consolidated form if applicable, a semi-annual activity report, a declaration from the individuals responsible for these documents, and the report from the statutory auditors or legal or statutory controllers on the limited review of the aforementioned accounts . The statutory auditors state, in their limited review report, their conclusions on the audit of the complete or condensed accounts and their observations on the accuracy and consistency with these accounts of the information provided in the semi-annual activity report . The failure to make the annual financial report and semi-annual accounts available to the public or to file them with the AMF within the required deadlines and formats is subject to an administrative sanction, without the company being able to invoke the weakness of its human resources and its dependence on the diligence of its subsidiaries .

The accounting documents of the issuer, once they must be made public, fall within the scope of Article 223-1 of the AMF General Regulation, under which the information provided to the public by the issuer must be accurate, precise, and truthful . A company commits a breach related to the quality of information communicated to the public when it does not adjust the published accounts to reflect the termination of a significant contract that occurred after the closing date . The same applies when its financial statements do not alert the market to the management of potential conflicts of interest with related entities . The company, which, in its annual reports and notes to the consolidated accounts, provides insufficiently precise information to the public on finance leases and simple leases, which does not enable the public to assess the extent of commitments resulting from the existence of leases and rents as well as the future implications of the real estate policy of operating most of the brand's stores in leased premises, faces an administrative sanction, even if it subsequently published a supplementary note containing all the required information . The sanctions commission does not have to rule on the orthodoxy of the application of accounting rules, but must determine whether the information communicated to the public is sufficiently accurate, precise, and truthful to meet the requirements of Article 223-1 of the AMF General Regulation .

Pursuant to Article 222-3 of the AMF General Regulation, the annual financial report includes: the annual accounts; where applicable, the consolidated accounts prepared in accordance with Regulation No 1606/2002 of 19 July 2002 on the application of international accounting standards; a management report containing at least the information mentioned in I of Article L. 225-100-1, Article L. 22-10-35, and the second paragraph of Article L. 225-211 of the Commercial Code and, if the issuer is required to prepare consolidated accounts, in II of Article L. 225-100-1; a declaration by the natural persons responsible for the annual financial report, clearly identified by their names and functions, certifying that to their knowledge the accounts are prepared in accordance with applicable accounting standards and give a true and fair view of the assets, financial position, and results of the issuer and all the companies included in the consolidation, and that the management report provides a true and fair view of the business development, results, and financial position of the issuer and all the companies included in the consolidation, as well as a description of the main risks and uncertainties they face; the report of the statutory auditors on the annual accounts and, where applicable, the consolidated accounts.

The semi-annual financial report includes condensed or complete accounts for the past semester, presented in consolidated form if applicable, prepared either in accordance with IAS 34 or pursuant to Article 222-5; a semi-annual activity report; a declaration from the individuals responsible for the semi-annual financial report, clearly identified by their names and positions, certifying that to their knowledge the accounts are prepared in accordance with applicable accounting standards and provide a true and fair view of the assets, financial position, and results of the issuer, or of all the companies included in the consolidation, and that the semi-annual activity report presents a true and fair view of the information mentioned in Article 222-6; the report of the statutory auditors on the limited review of the aforementioned accounts. When the legal provisions applicable to the issuer do not require the semi-annual accounts to be subject to a report by the statutory or legal auditors, the issuer mentions this in its report .

Finally, the obligations to publish and file annual and semi-annual financial reports do not apply to the States parties to the Agreement on the European Economic Area and their territorial communities, the European Central Bank and the central banks of the States parties to the Agreement on the European Economic Area, international public organizations of which one of the States parties to the Agreement on the European Economic Area is a member, issuers of debt securities unconditionally and irrevocably guaranteed by the State or by a French territorial community, entities that issue only debt securities admitted to trading on a regulated market, with a unit nominal value of at least EUR 100,000 or, for debt securities denominated in a currency other than the euro, with a unit nominal value equivalent to at least EUR 100,000 at the date of issuance, and the European Financial Stability Facility established by the framework agreement of 9 May 2010 and the European Stability Mechanism established by the treaty signed in Brussels on 2 February 2012 and any other mechanism established to preserve the financial stability of the European Monetary Union by providing temporary financial assistance to Member States with the euro .

AMF General Regulation, Art. 222-1, para. 2, by reference to Art. L. 451-1-2, II of the Monetary and Financial Code.

AMF, 25 June 2013, LawLex202300000624JBJ.

AMF, 25 July 2013, LawLex202300000943JBJ.

AMF, 25 June 2013, LawLex202300000624JBJ; CA Paris, 30 January 2014, LawLex202300001611JBJ, considering that a company does not provide accurate, precise, and truthful information to the public when its financial information includes an incorrect revenue figure in its consolidated accounts.

CA Paris, 7 November 2013, LawLex202300000727JBJ, holding that an issuer commits a breach of the obligation for effective and complete dissemination of regulated information when the statutory auditors' report on consolidated accounts for a closed fiscal year, filed with the commercial court, is neither included in the financial report of a year nor posted on the company's website.

CA Paris, 7 November 2013, LawLex202300000727JBJ.

Company Law (en cours)

153. Publication and filing of annual and semi-annual financial reports

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153. Publication and filing of annual and semi-annual financial reports

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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