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

Company Law (en cours)

Adopted as part of the European Green Deal and the sustainable finance agenda, aimed at strengthening corporate transparency obligations, the Directive of 14 December 2022 , known as the “Corporate Sustainability Reporting Directive” (CSRD), amends the “Accounting” Directive of 26 June 2013 , the “Transparency” Directive of 15 December 2004 , the “Audit” Directive of 17 May 2006 , and the Regulati …

New provisions

Adopted as part of the European Green Deal and the sustainable finance agenda, aimed at strengthening corporate transparency obligations, the Directive of 14 December 2022 , known as the “Corporate Sustainability Reporting Directive” (CSRD), amends the “Accounting” Directive of 26 June 2013 , the “Transparency” Directive of 15 December 2004 , the “Audit” Directive of 17 May 2006 , and the Regulation of 16 April 2014 .

The purpose of the CSRD Directive is notably to require companies to publish sustainability information within the management report. This information allows for an understanding of the impact of the company's activities on sustainability issues, as well as how these issues, in turn, affect the development of its business, results, and situation. Sustainability issues include environmental, social, and corporate governance matters. To assist companies in this task, the directive defines sustainability reporting standards. These aim to ensure the quality of the published information by requiring it to be understandable, relevant, verifiable, comparable, and reliable. However, the sustainability reporting standards must avoid imposing a disproportionate administrative burden on companies, which implies taking into account, as far as possible, the work of global standardization initiatives for sustainability reporting.

The transposition of the Directive of 14 December 2022 by the Ordinance of 6 December 2023 , enacted pursuant to Article 12 of the Law of 9 March 2023 , resulted in an amendment to French law concerning the rules on the declaration of extra-financial performance (DPEF), which has been replaced by an obligation to publish information on sustainability , and the regime governing the practice of statutory auditors, set by Articles L. 820-1 et seq. and R. 820-1 et seq. of the Commercial Code, which now provides that they may be tasked with auditing sustainability information.

Regarding the establishment of sustainability information, the entities subject to this obligation are mentioned in Articles L. 232-6-3, L. 233-28-4, and L. 22-10-36 of the Commercial Code, which, in their wording from the ordinance of 6 December 2023, will come into force from 1 January 2025. Pursuant to Article L. 232-6-3 of the Commercial Code , any company considered a large undertaking within the meaning of Article L. 230-1 is required to include sustainability information in a separate section of its management report. These provisions also apply to companies whose securities are admitted to trading on a regulated market that fall into the category of small or medium-sized enterprises, within the meaning of Article L. 230-1 , as well as to any consolidating company of a large group, within the meaning of Article L. 230-2 , including those whose securities are admitted to trading on a regulated market and are considered small or medium-sized enterprises . According to Articles L. 230-1 and D. 230-1 of the Commercial Code, a medium or large undertaking is a company that, at the closing date of the financial year, exceeds the thresholds of at least two of the following three criteria: a total balance sheet of EUR 25 million, a net turnover of EUR 50 million, and an average number of employees during the financial year of 250. Regarding small enterprises, the total balance sheet is set at EUR 7.5 million, the net turnover at EUR 15 million, and the average number of employees during the financial year at 50.

Dir. 2022/2464 of 14 December 2022 amending Regulation (EU) No 537/2014 and Directives 2004/109/EC, 2006/43/EC, and 2013/34/EU regarding the publication of sustainability information by undertakings, OJ of 16 December 2022.

Dir. No 2013/34 of 26 June 2013 on the annual financial statements, consolidated financial statements, and related reports of certain types of undertakings, amending Directive No 2006/43/EC of the European Parliament and of the Council and repealing Council Directives No 78/660/EEC and No 83/349/EEC, OJ EU of 29 June 2013.

Commercial Code, Art. L. 233-28-4, I, Rédac. ord. 2023-1142 of 6 December 2023.

Commercial Code, Art. L. 22-10-36, II, Drafted by Ord. No 2023-1142 of 6 December 2023.

Dir. No 2004/109 of 15 December 2004 on the harmonization of transparency requirements concerning information about issuers whose securities are admitted to trading on a regulated market and amending Directive No 2001/34/EC, OJ EU of 31 December 2004.

Dir. 2006/43 of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC, and repealing Council Directive 84/253/EEC, OJ EU of 9 June 2006.

Regulation No 537/2014 of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, OJ EU of 27 May 2014.

Ord. 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, OJ of 17 December 2023.

L. 2023-171 of 9 March 2023 on various provisions for adaptation to European Union law in the fields of economy, health, labor, transport, and agriculture, OJ of 10 March 2023.

See Report to the President of the Republic regarding 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.

Commercial Code, Art. L. 22-10-36, I, Drafted by Ord. No 2023-1142 of 6 December 2023.

Company Law (en cours)

599. New provisions

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Les notions juridiques connexes

599. New provisions

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Sous parties

Les notions juridiques connexes

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