Associated files

Drawing up minutes for a General Meeting

Any decision taken by the General Meeting of a company, or a deliberation of the General Meeting, must be recorded in the minutes. This document therefore corresponds to the specific method of expression for the decisions of the partners or shareholders and provides proof.

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Notice to pay, a credit recovery procedure

The order for payment procedure, through a legal formality and at less cost, allows a creditor of a sum of money to order the debtor to make payment, in a unilateral and rapid manner (on average, in under two months).

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Suspension of payments

Any company, whether a physical person or company, under insolvency, must declare this situation to the court within forty five days following occurrence, unless the company requests, during this period, initiation of conciliation proceedings.

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Last published

The minutes of general meetings for approval of the annual accounts of commercial companies

Once a year, the annual accounts for the last financial year, i.e., the balance sheet, the profit and loss statement and the notes, must be approved of the Annual General Meeting. More specifically, in most commercial companies (SA, SAS, SNC, SCS, SA, SARL etc. ), the members of the executive bodies are liable to heavy criminal and civil sanctions for management error, if they breach the obligation to submit annual accounts for approval by the partners or shareholders. For this reason, the members of these executive bodies must demonstrate that they have indeed submitted the company's annual accounts for the preceding financial year for approval by the partners or shareholders, who generally meet in Annual General Meeting, by drawing up minutes of the general meeting. The approval of the annual accounts is therefore strictly regulated. By approving these annual accounts, these partners or shareholders implicitly demonstrate that the documents concerned contain data that has been prepared on a true and sincere basis. They also presume that, as of the closing date of each financial year, these annual accounts reflect a faithful picture of the assets, the financial position and the book profit (or loss) for the companies' business. More generally, the approval of the annual accounts represent the indispensable tool to provide a minimum of information on the main accounting parameters, financial management and operations of commercial companies. They are therefore an essential decision making tool aiding the diverse interests of any interested person (directors; shareholders; investors; government authorities; creditors, such as bankers, suppliers; customers; competitors; commercial courts and potentially other judicial authorities, responsible for preventing and dealing with companies in difficulty) near or far, through access to the company's business data as well as by their financial, accounting and management position. For all these reasons, it is vital that the annual accounts must be approved in strict compliance with the statutory requirements.

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File : Obligation to file annual accounts

Part 3

Sanctions and other consequences of default in filing accounts

Sanctions and other consequences of default in filing accounts

The competent authorities have a diverse legislative arsenal of measures to ensure respect of the obligation to file annual accounts and their related documents.

Criminal sanctions

Default in filing annual accounts and related documents with the registry office is punished by a fine of 1,500 euros, and 3,000 euros in the event of a repeat offence.

Good to know :in the event of default in filing annual accounts and related documents by the company as soon as possible and following a reminder by the clerk, the auditor(s) of the company, where applicable, shall have the obligation of indicating this default (pursuant to the mission of outlining misdemeanours) to notify this default to the Prosecutor of the Republic.

The deadline for prescription of the criminal act, in other words, the deadline to take legal proceedings against the company and/or its manager before the criminal court is one year following the date on which the annual accounts should be filed at the latest.

Civil sanctions

In the event of default in filing annual accounts and related documents and at the request of any interested party or public prosecutor or, by his own initiative, the presiding judge at the court, ruling by way of an order in summary proceedings, the latter mayorder subject to a fine (namely an order to pay the Public Treasurer with an amount per day of delay) to the manager of the company concerned, within one month following notice of the order, to file accountswith the Trade and Companies Register.

The presiding judge may, in the same terms and conditions and for the same purpose, appoint a representative responsible for undertaking these formalities.

In practice, the order is handed down if the company has not filed accounts within one month following the service of notice previously served thereupon by the clerk.

Where no response is received, the presiding judge shall observe the default in filing annual accounts and related documents and rule on payment of a fine.

Moreover, any person with a legitimate interest (namely who shows they have suffered a prejudice) may attempt to take legal action, in the framework of legal proceedings in "substance", so as to call into question the liability of the company and/or its manager (in the case, for instance, of management fault) and order payment of compensation.

Investigative power of the presiding judge of the court and potential consequences

An order to file accounts remaining without remedy shall lead the company to being subject to an investigation by the court as to its economic and financial situation. It is in this manner that the presiding judge of the court may, consequently, notwithstanding potential objection of any professional confidentiality, interrogate the auditors, members and representatives of staff, public administrations, social security and providence bodies as well as departments responsible for centralisation of banking risks and payment incidents.

In light of its investigations, the chairman, in the framework of the missions notably for detection and prevention of company difficulties may decide primarily:

- in such instance as it believes the company is experiencing difficulties of such nature as to compromise the continuity of operations, to implement an alert procedure by convening the manager so as to plan measures to turn around the situation;

- in such instance as the company is insolvent, to initiate judicial liquidation proceedings.

File company accounts
Order a company's annual accounts