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

Company Law (en cours)

Pursuant to Article L. 221-7 of the Commercial Code, once a year, within six months from the close of the fiscal year, the managers must convene the partners to a general meeting to report on their management. They must submit for the approval of the partners' meeting the management report, the inventory, and the annual accounts they have prepared . To this end, the annual accounts, the management …

Annual meeting

Pursuant to Article L. 221-7 of the Commercial Code, once a year, within six months from the close of the fiscal year, the managers must convene the partners to a general meeting to report on their management. They must submit for the approval of the partners' meeting the management report, the inventory, and the annual accounts they have prepared . To this end, the annual accounts, the management report, the text of the proposed resolutions, and, where applicable, the consolidated accounts, the group management report, and the auditors' reports on the annual and consolidated accounts are sent to the partners at least fifteen days before the meeting of said assembly, and any resolution adopted in violation of the provisions of the first paragraph of Article L. 221-7 of the Commercial Code may be annulled . If there is an auditor, these documents, except for the reports he prepares, must be kept at the registered office, at his disposal, at least one month before the convening of the planned meeting . The partners may decide to approve the accounts, in which case they discharge the managers, or to reject them. Regardless of the outcome of the vote, no decision can extinguish an action for liability against the managers for any fault committed in the performance of their mandate .

In accordance with the fourth paragraph of Article L. 221-7 of the Commercial Code, when all the shares of the SNC are held by public limited companies, partnerships limited by shares, limited liability companies, simplified joint-stock companies, or by foreign companies of a comparable legal form, the management report must include: firstly, an objective and comprehensive analysis of the company's business development, results, and financial situation, particularly its debt situation, in relation to the volume and complexity of its business; secondly, to the extent necessary for understanding the company's business development, results, or situation, key performance indicators of a financial nature and, where applicable, of a non-financial nature related to the company's specific activity, including information on environmental and personnel issues; thirdly, a description of the main risks and uncertainties facing the company; finally, where relevant for the assessment of its assets, liabilities, financial situation, and profits or losses, information on its objectives and policy regarding the hedging of each main category of forecasted transactions for which hedge accounting is used, as well as its exposure to price, credit, liquidity, and cash flow risks. These indications include the company's use of financial instruments .

Similarly, when the company has acquired, during a fiscal year, an equity interest in a company with its registered office in the territory of the French Republic representing more than one-twentieth, one-tenth, one-fifth, one-third, or half of the capital of that company, or has secured control of such a company, it is mentioned in the management report and, where applicable, in the statutory auditors' report .

Furthermore, when the accounts of the last closed fiscal year have been certified by a statutory auditor, or in the case of voluntary appointment of the latter, and the company grants, as an ancillary to its main activity, loans of less than three years to microenterprises, small and medium-sized enterprises, or intermediate-sized enterprises with which it maintains economic ties justifying such loans, the amount of the loans granted is disclosed in the management report and is subject to certification by a statutory auditor . Moreover, the legislator exempts SNCs that meet the definition of small enterprises under Article L. 123-16  from the obligation to prepare a management report.

Finally, since the law of 22 May 2019 , small undertakings can adopt a simplified presentation of their annual accounts, and medium-sized undertakings a simplified presentation of their income statement, under conditions set by a regulation of the Accounting Standards Authority .

Commercial Code, Art. L. 221-7, para. 2 and R. 221-7, para. 2.

Law No 2019-486 of 22 May 2019 on the growth and transformation of companies, Art. 47, Official Journal of 23 May 2019.

Commercial Code, Art. L. 123-16, paras. 1 and 2. For the definition of small and medium-sized enterprises, See para. 2 and 3 and Art. D. 123-200 Commercial Code.

Company Law (en cours)

376. Annual meeting

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

376. Annual meeting

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise