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Company Law (en cours)

Article L. 251-12 of the Commercial Code requires, in the EIG, a management control, which must necessarily be entrusted to natural persons, and an audit of the accounts, carried out under the conditions provided by the constitutive contract of the grouping , particularly concerning the duration of the functions and the powers attributed to them. When the EIG issues bonds, the management controlle …

Control of the Economic Interest Grouping

Article L. 251-12 of the Commercial Code requires, in the EIG, a management control, which must necessarily be entrusted to natural persons, and an audit of the accounts, carried out under the conditions provided by the constitutive contract of the grouping , particularly concerning the duration of the functions and the powers attributed to them. When the EIG issues bonds, the management controller(s) must be appointed by the assembly.

The auditing of accounts in groups that issue bonds and in those with one hundred or more employees at the close of a fiscal year must be conducted by one or more statutory auditors chosen from the list referred to in Article L. 822-1 and appointed by the assembly for a term of six fiscal years. The economic interest group ceases to be subject to the obligation to appoint a statutory auditor once it has fewer than one hundred employees during the two fiscal years preceding the expiration of its mandate . However, it is not prohibited for a group that does not meet these thresholds to appoint a statutory auditor . Whether or not their appointment is mandatory, a statutory auditor, when appointed, may not in any case combine the functions of auditing and preparing the same accounts .

The situation of realizable and available assets and payable liabilities, the projected income statement, the financing table, the annual balance sheet, and the projected financing plan that Article L. 251-13 requires the administrator to periodically establish, must be communicated, along with their written report on the evolution of the grouping, to the statutory auditor and the Social and Economic Committee . In the event of non-establishment of these documents or if the information provided in the administrator's reports calls for observations on their part, the statutory auditor must report it in a report to the administrators or in the annual report, and may request that their report be sent to the members of the grouping or brought to the attention of the assembly. This report must also be communicated to the Social and Economic Committee.

Furthermore, Article L. 251-15 requires the statutory auditor, when identifying, during the course of their mission, facts likely to compromise the continuity of the group's operations, to inform the directors, who must respond within fifteen days. This response is communicated to the Social and Economic Committee. The statutory auditor informs the president of the court. In case of non-compliance with these provisions, or if they find that despite the decisions made, the continuity of operations remains compromised, the statutory auditor prepares a special report and invites the directors in writing to have the next general meeting deliberate on the identified facts. This report is communicated to the Social and Economic Committee. If, following the general meeting, the statutory auditor finds that the decisions made do not ensure the continuity of operations, they are required to inform the president of the court of their actions and communicate the results.

Article L. 251-16 grants the same right of alert to the Social and Economic Committee. The requests for explanation it makes, the reports addressed to it, and the responses made by the directors must be communicated by the latter to the statutory auditors.

Rouen, 24 June 2010, LawLex202300010276JBJ, curiously considering, while the text does not limit their appointment to EIGs that issue bonds, that the absence of provisions relating to management control cannot lead to the invalidity of the EIG when it does not issue bonds under the conditions provided for in Article L. 251-7 of the Commercial Code.

CA Paris, 5 November 1999, LawLex202400000097JBJ.

CA Colmar, 4 November 2013, LawLex202400000096JBJ.

Company Law (en cours)

647. Control of the Economic Interest Grouping

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647. Control of the Economic Interest Grouping

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise