Version updated on 18 May 2020
Ordinance No. 2020-318 of 25 March 2020 (the "Accounts and Deadlines Ordinance") provides that certain deadlines relating to the annual accounts of businesses and/or related documents are extended, in particular "to enable them to complete their formalities steadily; this will help SMEs in particular" (Government Press Kit of 25 March 2020) .
The Accounts and Deadlines Ordinance provides for a general measure on this point, and tailors it more precisely to certain specific entities.
MEASURE APPLICABLE TO ALL LEGAL PERSONS OR ENTITIES WITHOUT LEGAL PERSONALITY
The entities subject to the ordinance are referred to as broadly as possible, and include at least civil and commercial companies, economic interest groups, cooperatives, mutual companies, unions of mutual companies and federations of mutual companies, mutual insurance companies and mutual insurance group companies, pension funds and health insurance group companies, municipal credit unions and mutual agricultural credit unions, funds, non-profits, foundations, and contractual joint ventures (sociétés en participation).
In general, regardless of the relevant entity, the Accounts and Deadlines Ordinance extends by three months the deadlines imposed by law or the articles of association for:
- the approval of the accounts and attached documents;
- the convening of the general meeting in charge of this approval.
This postponement applies to entities having closed or closing their accounts between 30 September 2019 and the expiry of a period of one month after the end date of the state of public health emergency, i.e. now on 10 August 2020 (since the state of public health emergency has been extended until 10 July 2020 at midnight by Law No. 2020-546 of 11 May 2020 which evidently covers the vast majority of corporate entities.
Thus, in the case of a joint-stock company that would have closed its accounts on 31 December 2019, it could hold its annual meeting to approve the accounts until 30 September 2020, instead of 30 June 2020.
However, it should be noted that this extension does not apply to entities (i) that have appointed a statutory auditor and (ii) whose report was issued before 12 March 2020. The only remaining possibility for these entities is to be granted an extension by a court's decision.
MEASURES APPLICABLE TO CERTAIN ENTITIES
In addition, the Accounts and Deadlines Ordinance provides further details for a certain number of corporate entities.
For commercial companies required to draw up provisional accounts
As a reminder, the companies subject to this obligation must reach one of the two following thresholds at the end of their financial year: 300 employees or EUR 18 million in net sales.
The Accounts and Deadlines Ordinance extends by two months the deadline for drawing up the documents required under this obligation.
This extension applies to documents relating to accounts or half-year periods closed between 30 November 2019 and the expiry of a period of one month after the end date of the state of public health emergency, i.e. now on 10 August 2020.
For joint-stock companies with a management board and supervisory board
In these companies, the management board is required to present the annual financial statements, the management report and the corporate governance report to the supervisory board within three months of the end of the financial year.
The Accounts and Deadlines Ordinance extends this presentation deadline by three months.
This extension applies to companies of this type that have closed or are closing their accounts between 31 December 2019 and the expiry of a period of one month after the end date of the state of public health emergency, i.e. now on 10 August 2020.
For companies in liquidation
For these companies, the law requires the liquidator to draw up the annual financial statements and a written report on the liquidation operations within three months as of the end of each financial year.
The Accounts and Deadline Ordinance extends this deadline by two months.
This extension applies to companies in liquidation having closed or closing their accounts between 31 December 2019 and the expiry of a period of one month after the end date of the state of public health emergency, i.e. now on 10 August 2020.
For bodies governed by private law beneficiaries of a grant allocated to specific expenditure
As a reminder, when they receive a grant from an administrative authority or a body entrusted with the management of an industrial and commercial public service and that this grant is allocated to a specific item of expenditure, these entities have six months from the end of the financial year during which the grant was awarded to produce a financial report certifying that the expenditure incurred is being used compliantly with the purpose of the grant.
The Accounts and Deadline Ordinance extends the deadline for producing the report by three months.
This extension applies to financial reports relating to accounts closed between 30 September 2019 and the expiry of a period of one month after the end date of the state of public health emergency, i.e. now on 10 August 2020.
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