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04 May 2020
As part of a range of emergency measures to help businesses meet the challenges posed by the COVID-19 pandemic, the government adopted Ordinance 2020-318 on 25 March 2020. The measures temporarily extend deadlines in the financial reporting and accounts approval process of listed and unlisted companies alike.
Most commercial companies (including sociétés anonymes, sociétés à responsabilité limitée, sociétés en nom collectif, sociétés en commandite par actions, sociétés en commandite simple and single-shareholder sociétés par actions simplifiées) are normally required by law to hold a general meeting of shareholders to approve their annual financial statements within six months following the end of their financial year. The ordinance extends such deadline by three months.
In the case of a société par actions simplifiée that has more than one shareholder, it is the company's by-laws that set the deadline for approving the annual accounts. The ordinance also extends that deadline by three months.
The Autorité des Marches Financiers(1) has stated in a press release(2) that listed companies that intend to postpone their general shareholders meeting must inform their shareholders as soon as possible by means of a press release that is effectively and fully disseminated.
In addition to commercial and civil companies, the new rules apply to partnerships, cooperatives, mutual companies, charities and foundations.
The time extension applies to only entities that close their annual accounts between 30 September 2019 and 24 June 2020.(3)
For example, in the case of a société anonyme, if the financial year ended on 31 December 2019, the deadline for the general meeting of shareholders to approve the company's annual accounts is extended from 30 June 2020 to 30 September 2020.
However, there is no extension if the statutory auditor had issued its report on the financial statements before 12 March 2020.
The management board (directoire) of a société anoyme is normally required to present the annual financial statements, the management report and the corporate governance report to the supervisory board (conseil de surveillance) within three months of the end of the relevant financial year. The ordinance extends that deadline by three months, provided that the company's financial year closes between 31 December 2019 and 24 June 2020, and on the condition that the company's statutory auditor had not issued its report on the annual accounts before 12 March 2020.
Accordingly, a société anonyme with a supervisory board whose financial year ended on 31 December 2019 now has until 30 June 2020 to present the required documents to the supervisory board.
For sociétés anonymes that have a board of directors (conseil d'administration), while the deadline for the general meeting of shareholders to approve the company's annual accounts has been extended, the deadline for the board to finalise the annual accounts remains unchanged. Thus, the board has until one month before the annual shareholders meeting is convened to finalise the financial statements.
For companies in judicial liquidation that close their financial year between 31 December 2019 and 24 June 2020, the ordinance extends the deadline for liquidators to prepare annual financial statements and a report on the liquidation operations carried out in the previous financial year, from three months to five months from the end of the relevant financial year. Thus, if a company's financial year ended on 31 December 2019, the liquidator now has until 31 May 2020 to prepare the relevant documents.
Articles L232-2, R232-2 and R232-3 of the Commercial Code require the management of companies that have at least 300 employees or a net turnover of at least €18 million to prepare certain financial forecasts and interim accounting and financial documents on a six-monthly or annual basis.
The ordinance extends the deadline for preparing such documents by two months, insofar as they relate to accounting periods ending between 30 November 2019 and 24 June 2020.
For many businesses, the COVID-19 pandemic has coincided with the financial reporting season and is inevitably impeding standard financial and accounting approval processes.
Although the measures are not in themselves a panacea, they are part of a wider package of support and relief for businesses and provide companies with welcome breathing space amid the current crisis.
For further information on this topic please contact Rhidian David or Agnes Braka-Calas at Hughes Hubbard & Reed by telephone (+33 1 44 05 80 00) or email (email@example.com or firstname.lastname@example.org). The Hughes Hubbard & Reed website can be accessed at www.hugheshubbard.com.
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