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

Company Law (en cours)

Under penalty of criminal sanction attributable to the manager of the legal entity, the appointment of a statutory auditor is mandatory in real estate investment civil companies, civil companies that engage in economic activity and exceed certain thresholds set out in Articles L. 612-1 and R. 612-1 of the Commercial Code, and companies that belong to a small group as defined in Article L. 233-3 of …

Audit of accounts and management

Under penalty of criminal sanction attributable to the manager of the legal entity, the appointment of a statutory auditor is mandatory in real estate investment civil companies, civil companies that engage in economic activity and exceed certain thresholds set out in Articles L. 612-1 and R. 612-1 of the Commercial Code, and companies that belong to a small group as defined in Article L. 233-3 of the Commercial Code and exceed the thresholds specified, for controlling companies, in Articles L. 823-2-2, D. 823-1, and D. 221-5 of the Commercial Code, and, for controlled companies, in Articles L. 823-2-2, D. 823-1-1, and A. 823-27-1 of the same code. The statutory auditor's mission is to certify the regularity and sincerity of the annual accounts at the end of the fiscal year, so that they provide a true and fair view of the company's operational results and financial and asset situation, and to prepare a management report.

The management control is ensured by the partners, who are entitled to take legal action to defend the corporate interest, including requesting the nullity of collective decisions tainted by abuse of rights. Similarly, they can initiate any liability action against the managers for mismanagement and request an expertise in futurum, based on Article 145 of the Code of Civil Procedure, if there is a legitimate reason to preserve or establish evidence of facts on which the resolution of a dispute may depend before any trial . Also, a partner in a real estate civil company (SCI), who cannot benefit from the management expertise offered only to partners of commercial companies, may resort to expertise in futurum, as long as they seek to establish, before any trial, evidence of facts likely to constitute an abuse in the management of the SCI, both to its detriment and in their own interest . Furthermore, the partners can request the appointment of a judicial administrator when management is hindered, preventing the normal functioning of the company and threatening it with imminent peril, provided that a recovery of the corporate affairs is possible. They may also, if there is just cause, request the court to appoint an ad hoc representative to carry out a specific and limited operation, even in the absence of circumstances that make the normal functioning of the company impossible.

See CA Grenoble, 4 April 2024, LawLex202400003054JBJ.

Company Law (en cours)

672. Audit of accounts and management

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672. Audit of accounts and management

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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