ILN: Establishing A Business Entity: An International Guide

[ESTABLISHING A BUSINESS ENTITY IN FRANCE] 200

STATUTORY AUDITORS

Statutory auditor

General harmonized thresholds for commercial companies A statutory auditor must be appointed if at least two of the following thresholds are exceeded at the end of the financial year: - total balance sheet of at least €4,000,000 - net turnover of at least €8,000,000 - at least 50 employees In corporate groups, each subsidiary that individually exceeds the above thresholds is also required to appoint a statutory auditor. “Small Groups” (i.e. whose parent company is not required to prepare consolidated financial statements): • A parent company controlling a Small Group that exceeds, as a whole, the above thresholds must appoint a statutory auditor; unless if this parent company is itself controlled by a company that has appointed a statutory auditor. • Subsidiaries of Small Groups are also required to appoint a statutory auditor if at least two of the following thresholds are exceeded at the end of the financial year (“ Significant Subsidiaries ”): o total balance sheet of at least €2,000,000 o net turnover of at least €4,000,000 o at least 25 employees A company that appoints an auditor (i) on a voluntary or (ii) on a mandatory basis in the case of Significant Subsidiaries of Small Groups, may decide that the auditor will carry out the specific legal audit for small businesses (its tasks and duration of office will be limited). In all cases where a statutory auditor must be appointed and if it is a natural person or a single shareholder company, a deputy statutory auditor is also required.

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Appointment

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first appointment by articles of association (or by the shareholders) for a 6-year term subsequent appointments by ordinary general meeting for renewable 6-year terms the term of office of a statutory auditor appointed to carry out a specific legal audit for small businesses is 3 years the term of office of a statutory auditor appointed on a voluntary basis may be 3 or 6 years

appointed by ordinary shareholders' meeting for a 6-year term

first appointment by articles of association (or by the shareholders) for a 6-year term

the term of office of a statutory auditor appointed to carry out a specific legal audit for small businesses is 3 years the term of office of a statutory auditor appointed on a voluntary basis may be 3 or 6 years

subsequent appointments by ordinary general meeting for renewable 6-year terms the term of office of a statutory auditor appointed to carry out a specific legal audit for small businesses is 3 years the term of office of a statutory auditor appointed on a voluntary basis may be 3 or 6 years

• if deputy auditor is required, it must be appointed to replace principal auditor in event of death or incapacity, replace them in the event of their refusal, resignation

• if deputy auditor is required, it must be appointed to replace principal auditor in event of death or incapacity, replace them in the event of their refusal,

if deputy auditor is required, it must be appointed to replace principal auditor in

ILN Corporate Group – Establishing a Business Entity Series

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