FRANCE Law and Practice Contributed by: Jean-Christophe Devouge and Kaïs Boussadia, Aurès
In addition, listed companies have the option of publishing quarterly or interim financial informa - tion at their discretion. If they choose to pub - lish such financial information, the AMF recom - mends that the publication be presented with a commentary designed to clarify the relevant financial information and thus enable investors to better understand the company’s situation. 6.2 Disclosure of Corporate Governance Arrangements Corporate Governance Report SA and SCA 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 Univer - sal Registration Document. Corporate Governance Codes The corporate governance report of listed companies is required to specify, among other things, the corporate governance code applied by the company. In France, the most widely used corporate governance code is the AFEP-MEDEF Code. If the company chooses not to comply with a specific provision of the corporate gov - ernance code, it must explain how it departs from it and why, in accordance with the comply- or-explain principle (please refer to 1.3 Corpo- rate Governance Requirements for 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. 6.3 Companies Registry Filings In France, companies are registered with the Registre du Commerce et des Sociétés (RCS) through the single window for business formali - ties ( 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 doc - uments 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 amendments to the by-laws, changes to executive officers and board composition, transfers of the regis - tered office, changes to the share capital and statutory auditors. The financial reports mentioned in 6.1 Financial Reporting 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. Fol - lowing the increase in thresholds by a decree of 28 February 2024, more small businesses will be eligible for this option, reducing administrative burdens and protecting sensitive information. The registry’s clerk has supervisory powers and conducts several checks to ensure compliance with regulations and 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 obliga - tions, companies, or their officers in the event the failure constitutes a fault separate to their functions, may be exposed to civil and criminal fines. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors The appointment of an external auditor by the shareholders’ ordinary general meeting becomes mandatory if, at the end of the financial year, the company exceeds at least two of the following
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