ARCHIVES

​

​

NEWS

​

​

18-09-2019

 

LAW PACTE : 

NEW PROVISIONS RELATING

ON APPOINTMENT STATUTORY AUDITORS

​

Law n°2019-486 of May 22, 2019 relating to the growth and transformation of companies (known as the "Pact" law) recently revised the provisions concerning the appointment of Statutory Auditors within commercial companies._cc781905-5cde-3194 -bb3b-136bad5cf58d_

 

It should be recalled at the outset that a company had, before the entry into force of the Pacte law, the obligation to appoint a Statutory Auditor, in particular when at the end of its financial year at least two criteria among the balance sheet total, the amount excluding tax of turnover or the average number of employees had been exceeded during the previous financial year :

 

(i)     for SARLs, the thresholds were set at 1,550,000 euros for the balance sheet total, 3,100,000 euros for the _cc781905-5cde-319 -bb3b-136bad5cf58d_       amount excluding tax of turnover and 50 employees, for the average number of employees and 50

 

(ii)   for SAS, the thresholds were set at 1,000,000 euros for the balance sheet total, 2,000,000 euros for   _cc781905 -5cde-3194-bb3b-136bad5cf58d_     the amount excluding tax of turnover and 20 for the average number of employees.

 

In addition, SAs were permanently required to appoint a Statutory Auditor, without any condition of exceeding thresholds, as were SASs controlled by another company or which controlled other companies. 

 

Under the terms of decree no. 2019-514 of May 24, 2019, taken pursuant to article 20 of the Pacte law, the thresholds beyond which the appointment of a Statutory Auditor will be mandatory are now harmonized for all commercial companies, whatever their corporate form : the balance sheet total is set at 4,000,000 euros, the amount of turnover excluding tax at 8,000,000 euros and the average number of employees at 50. 

 

In addition, the law repeals the obligation to appoint a Statutory Auditor in controlled or controlling SAS.

 

The new thresholds will apply from the first financial year ended after May 26, 2019 (i.e. for the financial year ended December 31, 2019 for companies whose financial year coincides with the calendar year). However, it should be specified that the mandates of the current Statutory Auditors will continue until their expiry date. 

 

In order to prevent companies from circumventing the obligation to certify accounts by dividing their activity between several entities that do not individually exceed the thresholds, the legislator has also created a specific audit applicable to groups of companies.

 

From now on, a company that controls one or more other companies will be required to appoint a Statutory Auditor when two of the three thresholds referred to above are exceeded by the group that it forms with the companies it controls. The data of each of the entities constituting this group must be combined, the assessment of the exceeding of the thresholds being global. 

 

However, this rule will not apply when the controlling company is itself controlled by another company that has appointed a Statutory Auditor. 

 

A second level of thresholds will also be applicable individually to each controlled company. 

 

The controlled companies will indeed have to appoint a Statutory Auditor when two of the following three thresholds are exceeded of 4,000,000 euros and an average number of 25 employees.

 

Consequently, the new texts may lead to the appointment of a Statutory Auditor both at the level of the holding company and of the controlled companies, if the latter exceed the thresholds specific to them in their capacity as subsidiaries._cc781905-5cde-3194-bb3b -136bad5cf58d_

 

Finally, it should be noted that the statutory term of office of the Statutory Auditor remains fixed at six accounting years. 

 

By way of exception, when the Statutory Auditor is appointed voluntarily or within the framework of a group of companies (cf. supra), the appointment decision may limit the duration of his term of office to three financial years.

 

In this case, the mission of the Statutory Auditor will be reduced, the latter being in particular exempted from drawing up certain reports. 

 

However, it will be required to draw up a new specific report intended for managers and intended to identify the financial, accounting and management risks to which the company is exposed.

 

Cabinet ARTLEX

​

​

​

​

​