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Company Law (en cours)

In the exercise of his duties, the statutory auditor may incur both civil and criminal liability.

1) Civil liability

The statutory auditor is liable, both to the person or entity and to third parties, for the harmful consequences of faults and negligence committed in the exercise of his profession . Furthermore, he may be held civilly liable for offenses committed by the directors and corporate  …

Civil and criminal liability

In the exercise of his duties, the statutory auditor may incur both civil and criminal liability.

The statutory auditor is liable, both to the person or entity and to third parties, for the harmful consequences of faults and negligence committed in the exercise of his profession . Furthermore, he may be held civilly liable for offenses committed by the directors and corporate officers if, having been aware of them, he did not report them in his report to the general meeting or to the competent body . However, the absence of an engagement letter is not sufficient to establish his liability as long as it would not have prevented the commission of the embezzlements he is accused of failing to detect . In no case, however, can the statutory auditor's liability be engaged due to the information or disclosures of facts he makes in the execution of his mission or service .

Actions for liability against the statutory auditor are time-barred after three years, starting from the harmful event or, if it was concealed, from its disclosure . The starting point of this period is the filing of the statutory auditor's general certification report for the fiscal year he audited and during which irregularities may not have been detected . His liability is assessed year by year, so that each certification constitutes a distinct harmful event triggering the three-year limitation period .

A prison sentence of six months and a fine of 7,500 euros is incurred by any person who practices the profession of statutory auditor notwithstanding legal incompatibilities, either in their own name or as a partner in a company of statutory auditors . Furthermore, the statutory auditor who gives or confirms false information about the company's situation or who fails to disclose to the public prosecutor the criminal acts they have become aware of is liable to a prison sentence of five years and a fine of 75,000 euros .

Commercial Code, Art. L. 821-37, para. 1, as amended by Ordinance No 2023-1142 of 6 December 2023 on the publication and certification of sustainability information and the environmental, social, and corporate governance obligations of commercial companies, Official Journal of 7 December 2023. - See, for illustrations, Paris, 7 June 2023, LawLex202300011399JBJ, highlighting that the liability of a statutory auditor of an SAS may be incurred if they fail in their duty of care regarding the assessment of the regularity and sincerity of the accounts by not disclosing a significant anomaly; Douai, 13 January 2022, LawLex202300008673JBJ, holding that the statutory auditor, who, despite significant anomalies, certifies the accounts of the SAS without reservation, incurs liability for the company's loss of opportunity to avoid a tax reassessment.

Commercial Code, Art. L. 821-37, para. 3. - Cf. CA Nîmes, 7 July 2022, LawLex202300011398JBJ, considering that the statutory auditor who did not detect embezzlement committed by the accountant of the SAS does not incur liability when his ignorance of the facts results from an unofficial practice consisting of handing over internet access codes to the latter for the bank account, even though he is not supposed to have bank signing authority.

CA Nîmes, 7 July 2022, LawLex202300011398JBJ, previously cited.

Commercial Code, Art. L. 821-37, para. 2.

Commercial Code, Art. L. 225-254, by reference to Art. L. 821-38.

Paris, 7 June 2023, LawLex202300011399JBJ, previously cited.

CA Nîmes, 7 July 2022, LawLex202300011398JBJ.

Company Law (en cours)

604. Civil and criminal liability

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

604. Civil and criminal liability

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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