Procedures Guide

The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.

Appointment of an auditor responsible for auditing assets and liabilities

When a company wants to issue bonds, it carries out, even before the opening of subscriptions, the publication formalities of for the conditions of issuance by publication of an information notice in the BALO (Bulletin of Official Legal Announcements). This notice contains various information which is provided by decree.

Thus, the issuance of bonds is allowed only to joint stock companies having two years of existence and who have established two balance sheets regularly approved by the shareholders.

Since the NRE Law of 15 May 2001, new companies that have not established two balance sheets may now issue bonds, upon the prior condition of requesting the presiding judge of the commercial court to appoint an auditor tasked with the verification of their assets and liabilities.

To preserve the equality of the present and future shareholders, the assessment of the company's assets and liabilities is carried out by an independent, external expert, the auditor tasked with verification of the assets and liabilities. This allows the potential subscriber to be able to assess the financial situation of the issuing company.

The mission of the auditor responsible for verification of assets and liabilities

This is an accounting professional chosen among the list of auditors and judicial experts of the court of appeals.

His mission is to assess, under his own responsibility, the value of assets and liabilities and if necessary, and explore the granting of special advantages. He works in the same conditions as the external auditor.

The auditor then files an evaluation report which is filed by annex to Trade and Companies Register. This report shows the company's actual financial situation to the subscribers. It assures the company's financial situation. A partners' meeting must approve or amend the assessment of the company's assets and liabilities adopted by the auditor, and decide on the special advantages, as applicable, and then authorise, if necessary, the issuance of the bonds.

Texts: Articles L. 228-39, L. 251-7, L. 225-8, L. 225-224, L. 225-10 of the Commercial Code, and the Decree of 13 January 1983.

How to file an application?

The appointment of the auditor tasked with verification of assets and liabilities is made at the request of one or more of the company's officers, and presented to the presiding judge of the commercial court, who rules or an order.

The request must be filed or addressed to the registry office in two original copies, dated and signed.

The fees of the auditor are to be paid by the claimants.

Suggestion of the name of an auditor

The petitioner may suggest to the presiding judge of the Commercial court, pending assessment, the name of the auditor tasked with the verification of the company's assets and liabilities, as well as potential advantages.

In this case, it is mandatory to specify that the auditor whose appointment is suggested is not subject to the incompatibilities provided for in Articles L. 225-8 and L. 225-224 of the Commercial Code. Auditors may not be appointed as contributions auditors of a company that they control. Download an application template

To support your application, it is advisable to enclose in support of the application the following information

Prices

The rates presented below do not include postage fees; cheques should be made payable to the order of the relevant GREFFE DU TRIBUNAL DE COMMERCE, and enclosed with the application.

Order on the application (other than interim and payment orders )

Rate all taxes included

Order on the application (with 1 notif. to the claimant)

€14.04

Notice, communication and additional notification of the order

€4.68

Order on the application with filing by annex to the Trade and Companies Register (RCS) (without notification)

€37.10

Filing of additional legal instruments by annex to the Trade and Companies Register (RCS)

€24.62

Order by the assigned judge - RCS Litigation (notif. (R. 123-140 of the Commercial Code) Registered letter + simple letter)

€28.08

 

Download

Type Title Document name Download
Document template Auditor tasked with verification of the assets and liabilities - Application Télécharger
Document template Auditor tasked with verification of the assets and liabilities - Information Télécharger