FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
explain principle (please refer to 1.3 Companies With Publicly Traded Shares ). Companies can also choose to refer to the corporate governance code drawn up by Middlenext, which is intended for medium-sized companies listed in Paris. 5.3 Incorporation and Registration In France, companies are registered with the Reg- istre du Commerce et des Sociétés (RCS) through the single window for business formalities ( guichet unique des formalités d ’ entreprises ), which submits the information to the competent commercial court clerk ( greffier du tribunal de commerce ). Any updates to the constitutive documents during the life of the company must be filed with the relevant companies’ registry. These updates and their related corporate documents are publicly available and include amend - ments to the by-laws, changes to executive officers and board composition, transfers of the registered office, and changes to the share capital and statutory auditors. The financial reports mentioned in 5.1 Financial Reporting Requirements are also required to be filed with the companies’ registry. However, micro- enterprises and small companies, as defined in the French Commercial Code, may request confidentiality for their annual accounts from the registry. Following the increase in thresholds by a decree of 28 February 2024, more small businesses will be eligible for this option, reducing administrative burdens and protect - ing sensitive information. The registry’s clerk has supervisory powers and con - ducts several checks to ensure compliance with regu - lations and the authenticity of supporting documents. If necessary, the clerk can reject filings or, in some cases, order the company’s removal from the registry. In case of failure to comply with the filing obligations, companies – or their officers if the failure constitutes a fault separate to their functions – may be exposed to civil and criminal fines. 5.4 Global Anti-Money Laundering Under Regulation (EU) 2024/1624 and Article L. 561- 15 of the French Monetary and Financial Code, obli - gated entities – including credit institutions, invest -
resolution on the allocation adopted by the annual general meeting; and • the consolidated accounts, the group management report and the auditors’ report on the consolidated accounts, in the case of a company required to prepare such accounts. Specific Complementary Filings for Listed Companies Listed companies are also required to publish and file with the AMF: • an annual financial report within four months of the end of the financial year; and • a half-year financial report within three months of the end of the first half of the financial year. In addition, listed companies have the option of pub - lishing quarterly or interim financial information at their discretion. If they choose to publish such finan - cial information, the AMF recommends that the pub - lication be presented with a commentary designed to clarify the relevant financial information and thus enable investors to better understand the company’s situation. 5.2 Corporate Governance Arrangement Disclosure Corporate Governance Report SAs and SCAs are required to draw up a report on their corporate governance, which is attached to the management report. For listed companies, this report is usually incorporated in the Universal Registration Document. Corporate Governance Codes The corporate governance report of listed companies is required to specify, among other things, the cor - porate governance code applied by the company. In France, the AFEP-MEDEF Code is commonly used by listed companies, with 97 companies of the SBF 120, including 35 of the CAC 40, having designated it as their reference code as of 1 March 2025; it is generally regarded as the most sophisticated corporate govern - ance framework in this area. If the company chooses not to comply with a specific provision of the corpo - rate governance code, it must explain how it departs from it and why, in accordance with the comply-or-
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