French Commercial code
In forceI.-Except in cases of statutory appointment, the statutory auditors are appointed by the ordinary general meeting in legal entities which have such a body or by the body exercising a similar function competent by virtue of the rules which apply to other persons or entities.
Where the statutory auditor so appointed is a natural person or a one-person company, one or more alternate statutory auditors, called upon to replace the incumbents in the event of refusal, impediment, resignation or death, shall be appointed under the same conditions.
The duties of the alternate statutory auditor appointed to replace the principal statutory auditor end on the expiry date of the latter's term of office, unless the impediment is only temporary. In the latter case, when the impediment has ceased, the incumbent resumes his duties after the approval of the accounts by the general meeting or competent body.
When the statutory auditor has verified, during the last two financial years, the contribution or merger transactions of the company or the companies it controls within the meaning of I and II of Article L. 233-16, the draft resolution designating it mentions this.
Any contractual clause that limits the choice of the general meeting or the body mentioned in the first paragraph to certain categories or lists of statutory auditors is deemed unwritten.
II.-In public interest entities, the statutory auditors shall also be appointed in accordance with the provisions of Article 16 of Regulation (EU) No 537/2014 of 16 April 2014.
Article 16(2) to (5) of the aforementioned Regulation shall not apply to statutory appointments required for the registration of companies or to appointments made pursuant to articles L. 823-4 of the French Commercial Code and L. 214-7-2, L. 214-24-31, L. 214-133, L. 214-162-5 and L. 612-43 of the Monetary and Financial Code. In these cases, the public interest entity informs the Haut Conseil du Commissariat aux Comptes of the terms of this appointment.
