FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Legal Reporting Companies are required to file various docu - ments relating to their accounts for the previous financial year with the registrar of the commer - cial court. This filing must be made within one month of the approval of the annual accounts by the annual ordinary general meeting, or two months if the filing is made by electronic means. The filing covers the following documents: • the annual accounts; • the management report, in the case of a listed company. For all other companies, the man - agement report does not have to be filed but a copy must be delivered, at the company’s registered office, to any person upon request; • the auditors’ report on the annual accounts; • the proposal for the allocation of profits sub - mitted to the annual general meeting and the relevant resolution on the allocation adopted by the annual general meeting; and • the consolidated accounts, the group man - agement 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 finan - cial year.
refer to 4.9 Other Bases for Claims/Enforce- ment Against Directors/Officers ). 5.5 Disclosure by Shareholders in Publicly Traded Companies Following the Transparency Directive providing for the harmonisation of transparency require - ments across the European Union, French securities laws impose certain strict filing and disclosure requirements to which prospec - tive shareholders in publicly traded companies should pay particular attention. Such reporting obligations fall primarily within the mandatory disclosure of major sharehold - ings. The French Commercial Code thus requires the disclosure within four trading days to the issuer and to the AMF of any holding of shares or voting rights when the percentage of such shares or voting rights reaches, exceeds or falls below the following thresholds (whether through open market purchases, negotiated transactions or otherwise): 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% or 95%. The AMF then publishes this information. Issuers’ by-laws may also impose additional disclosure requirements – even below the 5% statutory threshold – for thresholds of not less than 0.5%. In addition, upon crossing the thresholds of 10%, 15%, 20% and 25% of the capital or vot - ing rights, the relevant shareholder must also inform the company and the AMF, within five trading days, of its objectives for the following six-month period in a statement of intent ( décla- ration d’intention ). In the event of a change in intent within the six-month period following the statement of intent that was originally filed, a new statement must be issued promptly to the company and the AMF and made public under the same conditions. The six-month period is reset with this new statement.
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