French Commercial code
In forceOn pain of nullity of the contracts entered into or the bonds issued, the issue of bonds by a joint stock company that has not drawn up two balance sheets duly approved by the shareholders must be preceded by a verification of the assets and liabilities.
This verification shall be carried out by one or more commissaires (auditors) appointed by the body of the company empowered to decide on or authorise the issue of bonds. These commissaires are subject to the incompatibilities set out in article L. 822-11-3. The statutory auditor(s) shall draw up, under their responsibility, a report on the value of the company's assets and liabilities, which shall be submitted to the company body empowered to decide on or authorise the issue of bonds prior to its decision or authorisation.
The provisions of the first paragraph shall not apply to the issue of bonds which benefit from the guarantee of companies which have drawn up two balance sheets duly approved by the shareholders. Nor do they apply to the issue of bonds that are backed by debt securities on the State, on other public authorities or on companies that hold concessions from the State or any other public authority or are subsidised by these same authorities and have drawn up the balance sheet for their first financial year.
The issue of bonds is prohibited to companies whose capital is not fully paid up unless the unpaid shares have been reserved for employees pursuant to articles L. 3332-18 à L. 3332-24 of the French Labour Code, and unless it is made with a view to the allocation to employees of bonds issued in respect of their participation in the fruits of the company's expansion.
