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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 : Transfer of a company registered office

Part 2

Formalities to perform when transferring registered offices

Formalities to perform when transferring registered offices

The procedures or formalities when transferring a registered office vary according to the new address; this determines to which court the registered office will be attached.

Transfer of the registered office within the territory of the same commercial court

Pursuant to article R. 123-5 of the commercial code, the modifying formality must be performed at the centre of business formalities (CFE), for example the commercial court registry, to which the new registered office will be attached.
The amending act (comprising the registered office transfer decision) must be filed in a single exemplar (pursuant to Decree no. 2012-928 31 2012 which entered into force on 1st September 2012), along with:

  • an updated copy of the articles of association , dated and certified as a true copy of the original by the legal representative;
  • Form M2 "Modification Declaration – Legal Entity", duly accompanied by:
  • document proving the right to use the new premises (a photocopy of for example: the ownership deed, lease contract or electricity invoice);
  • the attestation that the notification has been published in a legal journal.
  • Should the person signing the procedure not be the legal representative, a power of attorney granted by the latter will mandatorily be required.

Good to know: even if it is the representative who performs the procedure, the obligation to produce a power of attorney from the person in whose name the and on whose behalf the procedure is performed, does not apply, providing the inscription request is signed by the declaring party. Conversely, it is only when the inscription request is signed by the representative that a power of attorney is necessary.

 

Access form M2 "Modification Declaration – Legal Entity"
Consult the "articles of association" topic dossier
Download a power of attorney template

Transfer of the registered office to the territory of a different commercial court

Pursuant to article R. 123-5 of the commercial code, the modifying formality must be performed at the centre of business formalities (CFE), for example the commercial court registry, to which the new registered office will be attached.
For purposes of performing the modifying declaration in the Trade and Companies Register (RCS) maintained by the commercial court registry, the dossier includes the documents required for a registered office transfer in the same commercial court territory i.e. the act of modification (containing the decision to transfer) in a single exemplar (pursuant to Degree note. 2012-9281 of 1st September 2012) along with:

  • a model of the articles of association updated, dated and certified a true copy of the original by the legal representative;
  • Form M2 "Modification Declaration – Legal Entity", duly accompanied by:
  • document proving the right to use the new premises (a photocopy of for example: the ownership deed, lease contract or electricity invoice).

In addition:

  • should the person signing the procedure not be the legal representative, a power of attorney granted by the latter will mandatorily be required.
  • Concerning publication in a legal journal, two announcements must be published: one in a legal journal in the former locality, the other in a legal journal in the new locality, such that two active stations of publication or published notification can be provided, one documents showing the former registered office and one document showing the new registered office.
  • Also to be provided: an exemplar of the list of former registered offices, certified a true copy by the legal representative.
Power of attorney template
Download a power of attorney template
Access the procedures online