Requirement to Appoint a Statutory Auditor in Commercial Companies: New Thresholds and Practical Procedures
February 11, 2024
Rédigé par : Antoine Cluzel
The appointment of a statutory auditor (commissaire aux comptes, or CAC) is a legal requirement for certain commercial companies, aimed at ensuring the reliability of financial information. This external audit is mandatory when financial thresholds are exceeded or in specific situations. Following the reform of February 28, 2024 (Decree No. 2024-152), the thresholds triggering this obligation have been raised. This article outlines the new rules applicable to financial years starting on or after January 1, 2024.
1. When is the Appointment of a CAC Mandatory? ?
a) Exceeding Legal Thresholds
The appointment of a CAC becomes mandatory when a SAS (simplified joint-stock company) exceeds at least two of the following three thresholds at the end of a financial year:
Total balance sheet: €5 million
Net turnover (excluding tax): €10 million
Average workforce: 50 employees
Example: A SAS with €15 million in turnover and 55 employees must appoint a CAC, even if its balance sheet is below €2 million.
Note: The obligation ceases if the thresholds are no longer exceeded for two consecutive financial years before the end of the auditor’s term.
b) Special Cases
The appointment is also required in certain situations, regardless of thresholds:
Listed companies
Parent companies of other entities: The same thresholds apply to the consolidated group. Exemption if the parent company already has a CAC.
Companies directly or indirectly controlled by a company required to appoint a CAC: Thresholds reduced by half (€2.5 million balance sheet, €5 million turnover, 25 employees).
Articles of association requiring a CAC (even below thresholds).
Exception: SAS preparing consolidated financial statements must appoint two CACs.
2. Appointment Procedures
a) Appointment
By shareholders in an ordinary general meeting, by simple majority (unless the articles of association stipulate otherwise).
By court order in case of default or challenge.
Deputy auditor: Mandatory if the primary auditor is an individual.
Publication requirements:
Legal notice
Amendment to the Trade and Companies Register (RCS)
Publication in the BODACC (handled by the court registry).
b) Specific situations
If mandatory thresholds are not met, a CAC may still be appointed:
Voluntary appointment: Possible by shareholder resolution.
Minority shareholder request:
Shareholders representing at least 10% of capital may petition the court (the judge decides whether the request is justified).
Shareholders representing 1/3 of capital: Mandatory appointment (term limited to 3 years).
3. Term and Termination of Duties
Standard term: Maximum of 6 financial years (reducible to 3 years in some cases), renewable without limit.
Effective date: Immediate, even mid-year.
Termination:
Expiry of term
Resignation for valid reason
Judicial removal for misconduct
Important: No automatic renewal is permitted. Non-renewal requires an explicit resolution.
4. Penalties
Failure to appoint a CAC may result in:
Nullification of corporate resolutions (unless rectified later).
Criminal penalties for company directors:
2 years’ imprisonment
€30,000 fine
Conclusion
The 2024 reform reduces obligations for small companies while maintaining strict oversight for larger structures.
Careful attention must be paid to annual threshold calculations and auditor reappointment planning.