Chapter III: Statutory audit.

Articles in this section · 31

Article L823-19

French Commercial codeIn force

Updated 7 Nov 2023

I.-Within public interest entities within the meaning of article L. 820-1 and finance companies within the meaning of II of article L. 511-1 of the Monetary and Financial Code, a specialised committee acting under the responsibility, as the case may be, of the administrative body or the supervisory body, shall monitor issues relating to the preparation and control of accounting and financial information.

II.-The composition of this committee is determined by the administrative or supervisory body, as applicable. It may only include members of the administrative or supervisory body in office in the company, to the exclusion of those exercising management functions. At least one member of the committee must have particular expertise in financial, accounting or statutory auditing matters and be independent with regard to criteria specified and made public by the administrative or supervisory body.

Without prejudice to the powers of the administrative, management and supervisory bodies, this committee is responsible in particular for the following tasks:

1° It shall monitor the process for preparing financial information and, where appropriate, make recommendations to ensure its integrity;

2° It shall monitor the effectiveness of internal control and risk management systems, and, where appropriate, internal audit, with regard to procedures relating to the preparation and processing of accounting and financial information, without prejudice to its independence ;

3° It issues a recommendation on the statutory auditors proposed for appointment by the general meeting or the body exercising a similar function. This recommendation to the administrative body or the supervisory body shall be drawn up in accordance with the provisions of Article 16 of the aforementioned Regulation (EU) No 537/2014; it shall also issue a recommendation to that body when the renewal of the term of office of the statutory auditor(s) is being considered under the conditions defined in Article L. 823-3-1 ;

4° It shall monitor the performance of the statutory auditor's assignment; with regard to public interest entities, it shall take account of the findings and conclusions of the Haut conseil du commissariat aux comptes (High Council for Statutory Auditors) following audits carried out pursuant to Articles L. 821-9 et seq.;

5° It shall ensure that the statutory auditor complies with the conditions of independence defined in Section 2 of Chapter II of this Title; with regard to public interest entities, where applicable, it shall take the measures necessary for the application of Article 4(3) of the aforementioned Regulation (EU) No 537/2014 and shall ensure compliance with the conditions mentioned in Article 6 of the same Regulation;

6° It shall approve, for public interest entities, the provision of the services mentioned in Article L. 822-11-2;

7° It shall report regularly to the collegiate body responsible for administration or to the supervisory body on the performance of its duties. He shall also report on the results of the accounts certification engagement, on the manner in which this engagement has contributed to the integrity of the financial information and on the role he has played in this process. The auditor shall inform the Board without delay of any difficulties encountered.

The auditor shall report to the Board without delay on any difficulties encountered.

Mariela Petrova

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Working with a corporate lawyer in France — Q&A

Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

Yes — most of our clients are foreign suppliers, investors or holding entities. We bridge the gap between French law and your home jurisdiction's expectations and deliver everything bilingually.

The SAS (Société par Actions Simplifiée) is the default choice for most international structures: flexible governance, single shareholder allowed, no minimum capital, and works cleanly with foreign holding entities. We assess SARL, SA, SCI on the merits when the situation calls for it.

Yes — communications with a French avocat are protected by the secret professionnel (Article 66-5 of the Law of 31 December 1971). This protection is broader than the common-law attorney-client privilege and applies to written and oral exchanges.

We work on fixed fees for clearly scoped engagements (incorporation, contract drafting, audits) and on monthly retainers for ongoing advisory. Hourly billing is the exception, not the default. You always know the cost before work starts.

Typical timeline is 2–3 weeks from KYC kick-off to RCS registration, assuming standard documentation. Holding-company structures, foreign-shareholder identification or in-kind contributions can extend this — we flag the gating items at the first meeting.

Absolutely. We routinely coordinate with your in-house counsel, expert-comptable or notaire — pragmatic collaboration is the norm, not the exception. We send them everything they need to do their part without duplicating work.

Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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