French State of health emergency and adaptation of the rules for the presentation and the approval of companies’ financial statements

I. Approval of the annual financial statements and convening of meetings

The time limits imposed on legal persons and entities without legal personality under private law, by laws or regulations or by their articles of association, for the approval of the annual financial statements and the documents attached thereto, or for convening the meeting for such approval, shall be extended by three months.

This extension does not apply to entities that have appointed an auditor when the auditor has issued his report on the company’s annual accounts before 12 March 2020.

It applies to entities that close their annual accounts between 30 September 2019 and the expiry of a period of one month after the date of ceasing of the state of health emergency.

Likewise, the three-month period from the end of the financial year, given to the liquidator to prepare the annual accounts and the written report on the liquidation operations for the financial year, is extended by two months for entities that close their accounts between 31 December 2019 and the end of a period of one month after the date of ceasing of the state of public health emergency.

II. Public limited companies with a management and supervisory board

The deadline for the Management Board to present the annual accounts (and, if applicable, the consolidated accounts, the management report, etc.) to the Supervisory Board is extended by three months.

This extension does not apply to entities that have appointed an auditor when the auditor has issued its report on the company annual accounts before 12 March 2020.

These provisions are applicable to entities closing their accounts between 31 December 2019 and the expiry of a period of one month after the date of ceasing of the state of health emergency.

III. Commercial companies under Article R.232-2 of the Commercial Code

The deadlines imposed on the Board of Directors, the Management Board or the Managers pursuant to Article L. 232-2 of the French Commercial Code, to prepare the documents mentioned in the first paragraph of this article (situation of realizable and available assets, excluding operating values, value of liabilities due, projected income statement, a cash flow statement, annual balance sheet and projected financing plan) are extended by two months.

As a reminder, the companies concerned are commercial companies which, at the close of a financial year, have three hundred or more employees or whose net turnover, at the same time, is equal to or greater than EUR 18,000,000.

This extension applies to documents relating to accounts or half-year periods closed between November 30, 2019 and the expiration of a period of one month after the date of ceasing of the state of health emergency.

IV. Private law bodies receiving grants

The period of six months following the end of the financial year for producing the financial report certifying the conformity of the expenditure incurred with the purpose of the grant, imposed by the sixth paragraph of Article 10 of the Act of 12 April 2000 (Loi N ° 2000-321) on private-law bodies receiving grants earmarked for a specific item of expenditure, is extended 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 date of cessation of the state of health emergency.

To be read in conjunction with:

• Order of 25 March 2020 (Ordonnance N ° 2020-321) easing the rules for meetings and deliberations of the governing bodies and annual general meetings;
• Act of 23 March 2020 (LOI n° 2020-290) introducing a state of health emergency in France as a response to the covid epidemic-19