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1. Hold your AGM and respect accounting deadlines in the context of the COVID-19 crisis
Summary of the F.A.Q OF THE MINISTRY OF ECONOMY AND FINANCE OF 26 MARCH 2020
A series of three prescriptions were taken on March 25, 2020 on the basis of the Emergency law no. 2020-290 of 23 March 2020 to deal with the Covid-19 epidemic, which provide temporary and exceptional exemptions likely to secure businesses in their operation.
Zoom on Order 2020-321 of 25 March 2020 “adapting the rules of meeting and deliberation of meetings and governing bodies of legal persons (and entities without legal personality under private law) due to the Covid-19 epidemic”.
It concerns:
- civil and commercial companies
- associations and foundations
- economic interest groups
- The cooperatives
- Endowment funds and sustainability funds
These measures are applicable to all meetings held as of March 12, 2020 until July 31, 2020 (extension possible until December 31, 2020).
What should my business remember?
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2. Holding meetings and meetings of collegial administrative, supervisory and management bodies
The meeting “behind closed doors”
An assembly is called at “behind closed doors” when members of the Assembly are not physically present. They therefore participate by other means provided for by law or by the company's statutes. (see below). The place where the meeting was to be held must be subject to an administrative measure (Ex: lockdown). To hold a meeting at Behind closed doors it is strongly recommended to use means of telecommunication Or of video conferencing who meet the following conditions:
- Identify The members of the assemblies
- Transmit The voice of the participants
- enable the retransmission of the debates.
It is also possible to use other methods of participation. (remote voting, consultation).
When the meeting is behind closed doors, information can be given:
- Through the summons, if it has not been sent.
- If the invitations have already been sent: the members of the Assembly are informed by any means at least three working days before the date of the Assembly (except in listed companies, where information is provided by press release).
The convening and validity of meetings and collegial bodies
The obligation to convene by post is maintained. But the meeting is not void if the mailing (or delivery) of the convocation did not take place due to circumstances external to the company (Especially in the event of lockdown, as is currently the case in France).
The ordinance allows documents and information to be sent by email. It also authorizes all assemblies to take decisions by means of written consultation, without the necessary recourse to a statutory clause, when this method of communication is already allowed by law.
The decisions of these collegial administrative, supervisory or management bodies may be taken in writing by ensuring the collegiality of deliberation (sufficient response times, possibility of making comments or written questions before having to make a decision).
Postponement of meetings
It is always possible, in principle, To postpone your GA. But the legal obligation to have the accounts approved by the GA within a certain period of time (generally 6 months) can cause difficulties in the event of a prolonged deferral. Ordinance No. 2020-318 Exceptionally adjusting this period, several hypotheses arise:
- Or the delay is possible and makes it possible to respect the deadline of 6 months for account approval.
- Or the deferral date is beyond the 6-month period, and from there arise two solutions:
- EXTEND an additional three months provided that the accounts were concluded between 30 September 2019 and the period of one month after the end of the state of health emergency and that the auditor did not issue a report by 12 March 2020.
- SOLICIT the extension of the deadline by means of the rules normally applicable (make the request to the President of the Commercial Court by request).
Deadlines for the publication of annual and semi-annual reports
The deadline for publishing the annual financial report Is in the 4 months of the end of the financial year.
For The half-year financial report it must intervene in the 3 months which follow the end of the first semester.
These deadlines come from the European Directive. “Transparency”. In principle, it is not possible to derogate from it legally, but taking into account the exceptional situation lEuropean Securities and Markets Authority invited theFinancial Markets Authority (AMF) to take into account exceptional circumstances and to examine the situation of businesses on a case-by-case basis.
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3. Approval, audit, review, approval and publication of accounts
Extension of the deadline for closing accounts
- Civil and commercial companies
- Associations and foundations
- Economic interest groups
- The cooperatives
- Endowment funds and sustainability funds
benefiting from the extension of 3 months deadlines for the approval of accounts, including when these deadlines are set by the statutes.
For example: An SAS that closes its accounts on 31/12/2019 and whose statutes provide for the approval of the accounts within 4 months of the closing, the company will have until 31/07/2020 to have its accounts approved.
Extension of the deadline to close an EIRL's accounts
For EIRL, the deadline for filing accounts will be extended by 3 months as from the cessation of the state of emergency pursuant to article 2 of Ordinance No. 2020-306.
Deadline for closing accounts in case of liquidation
The deadline for closing accounts in case of liquidation is extended by 2 months.
For example: The liquidator of a company in liquidation closing its accounts on 31/12/2019 will therefore have until 30/08/2020 to draw up the annual accounts.
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