The president's non-remuneration minutes, what you need to know!

Discover the importance of the non-remuneration minute for companies (SAS, SARL, SASU, EURL) for companies (SAS, SARL, SASU, EURL): drafting, legal information and role in relation to France Travail and financial institutions.

Setting up a sole proprietorship with limited liability (EURL) or a single-member simplified joint stock company (SASU) is an exciting step for entrepreneurs. However, it includes essential legal requirements, in particular the drafting of the Non-Remuneration Report (PVNR), this document which makes it possible to guarantee financial transparency, to comply with the laws and regulations in force and to inform France Travail, if necessary.

Rédigé par Pauline Gioria
🕜 3 min

Dernière mise à jour le Sep 27, 2023

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1. What is a non-remuneration report?

For SAS and SARL

  • An SAS is a form of company that allows great flexibility in the management and sharing of shares between partners, suitable for medium to large companies.
  • An SARL is a company structure with a liability limited to the amount of contributions made by partners, often chosen for small and medium-sized businesses because of its simplicity of management.

For these two structures, the Non-Remuneration Report (PVNR) is an accounting document that certifies that no remuneration has been paid to certain members of the company, such as officers or directors. It makes it possible to comply with legislation on financial transparency.

The PVNR is therefore the result of the holding of a meeting between partners deciding on the remuneration of the manager (s), you will find one template of the minutes of the general meeting by following this link.

For detailed advice on planning and ensuring the success of your general meeting, check out our comprehensive article:”How do you organize a general meeting?“You will find the best practices to ensure the smooth running of your meetings and achieve your goals.

For SASU and EURL

  • A SASU is a form of simplified joint stock company with a single shareholder. SASU benefits from the same management flexibility as SAS.
  • An EURL is a sole proprietorship with limited liability with a single partner, with the same characteristics as an SARL.

For these two structures, the non-remuneration report is of particular importance when they are created, because it is mainly used to inform France Travail in a transparent manner about the absence of remuneration for the manager. It is therefore an essential document to comply with legal obligations and to guarantee the support of France Travail.

The PVNR, for single-shareholder companies, takes the form of a record of single-shareholder decisions which will then be integrated into the Register of the company's deliberations. It is this register that will be transmitted.

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2. How do I get a report of non-remuneration?

Legal notices

The drafting of the PVNR must include essential elements, such as the names and titles of the persons concerned, the period covered, the signatures of the parties involved and compliance with the legal notices guaranteeing its validity.

The GA report of non-remuneration is to be preferred rather than the certificate of non-remuneration, as it will include all the legal information to be included on this document.

When to write a report of non-remuneration?

The PVNR is mainly written when the company is incorporated.

The remuneration of the director may also be mentioned in the company's articles of association, however, this would require a heavier formalism in the event of a modification of the latter due to the rigidity of the statutes.

During the life of the company, the remuneration of the director is approved and signed after the end of the financial year during the annual ordinary general meeting to approve the accounts.

Why write a Non-remuneration report ?

  • France Travail grants: The non-remuneration report makes it possible to demonstrate to France Travail that the manager does not receive remuneration from the company, thus maintaining access to France Travail's aids and benefits during the development of his company.
  • Management transparency : By making the absence of remuneration public, the PVNR reinforces the financial transparency of the company, which can strengthen the confidence of shareholders and investors.
  • Supporting documents from banks : The non-remuneration report may also be required by financial institutions as proof of the financial situation of the company, in particular when applying for financing.

How do I file a remuneration report?

All companies have a duty to keep records. By following the link below, you will find which records you need depending on the form of your company: What are the mandatory records for my company?

Keeping records of deliberations is a legal requirement for SASU/SAS and SARL/EURL.

The non-remuneration report must not only be drawn up, it must be registered in the company's legal register to ensure its validity and compliance with current laws.

Thanks to the solution Axiocap, you can open your dematerialized legal assembly register in accordance with Decree No. 2019-1118 of October 31, 2019 (which created the legal framework for the dematerialized register) by choosing the “legal registers” module.

Unlike other legal documents, the PVNR does not need to be filed at the commercial court registry, but it must be available in case of verification by the competent authorities.

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Pauline Gioria
Jurist

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The legislation mentioned falls exclusively under French law. 🇫🇷