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

Company Law (en cours)

The appointment of a statutory auditor is not mandatory for all SARLs. Indeed, Article L. 223-35 of the Commercial Code provides that only companies exceeding two of the thresholds set by Article D. 221-5 at the end of a fiscal year—relating to the total balance sheet, the net turnover, or the average number of employees during a fiscal year—are required to appoint at least one statutory auditor.  …

Designation and function.

The appointment of a statutory auditor is not mandatory for all SARLs. Indeed, Article L. 223-35 of the Commercial Code provides that only companies exceeding two of the thresholds set by Article D. 221-5 at the end of a fiscal year—relating to the total balance sheet, the net turnover, or the average number of employees during a fiscal year—are required to appoint at least one statutory auditor. The thresholds referred to in Article D. 221-5 are a total balance sheet of EUR 4,000,000, a net turnover of EUR 8,000,000, and an average number of employees set at fifty.

Even if these thresholds are not met, the appointment of a statutory auditor may be requested in court by one or more partners representing at least one-tenth of the capital . Also, a partner holding 50% of the capital of an SARL may take legal action to appoint a statutory auditor if the financial statements for the last three fiscal years have not been prepared or submitted for approval by the shareholders, and the company is subject to a tax audit . Companies are also required to appoint a statutory auditor for a three-year term if one or more partners representing at least one-third of the capital make a substantiated request to the company.

In accordance with the first paragraph of Article L. 223-25, companies that are not legally required to do so also have the option to appoint a statutory auditor, although this is more of a possibility than a mandate. However, case law specifies that a resolution proposing the appointment of a statutory auditor and an alternate, other than those listed on the agenda, must be considered new, so that the general meeting's deliberation on this second resolution is irregular .

The statutory auditor is a control body of the SARL. As such, they are involved in the certification of its accounts, attesting that they are accurate and provide a true representation of the company's financial activity. In addition to this function, Article L. 234-1 of the Commercial Code assigns them a duty to alert the manager when they observe any fact likely to jeopardize the continuity of operations.

Paris, 24 May 2002, LawLex202300005357JBJ, considering that the judge seized of the request by the associates of an SARL representing at least one-tenth of the share capital, aiming at the appointment of a statutory auditor to examine the regularity of the accounting, cannot appoint an expert for this purpose instead.

CA Paris, 20 October 1995, LawLex202300005367JBJ.

Cass. com., 14 February 2018, LawLex202300003988JBJ.

Company Law (en cours)

450. Designation and function.

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450. Designation and function.

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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