SARL and statutory auditor

The SARL legal form is one of the most popular in France

As a result, many young entrepreneurs opt for this model.

However, it is important to understand the particularities of this type of company. The aim of this article is to clarify the links between the statutory auditor and an SARL.

The statutory auditor (CAC) is an accounting expert whose role is to certify the financial statements published by a company, providing evidence of a clear and transparent financial situation and compliance with accounting standards.

The auditor's main task is to check that the accounts are "regular and fair, and that they give a true and fair view". This role implies total independence from the company, despite the fact that the auditor is paid by the company.

It is important to take into account the conditions governing the appointment and work of a statutory auditor, which are subject to special regulations for SARLs.

We'll cover the details in this article!

Appointment of a CAC in a SARL: Principle and threshold

Firstly, it is based on a very precise principle and threshold.

In principle, the appointment of a statutory auditor is not mandatory. However, the President of the Commercial Court may grant himself the right to appoint an auditor, at the request of one or more partners of the SARL in question, if the latter represent at least 10% of the company's capital.

However, such an appointment may become compulsory

If certain thresholds are reached, a procedure for appointing a statutory auditor must be initiated.

These thresholds are as follows:

• If pre-taxsales exceed €8,000,000.
• If the company's balance sheet total reaches 4,000,0000 euros.
• Or if the company has more than 50 employees.

In the event of non-appointment, it is important to note that the SARL manager may be sentenced to up to 2 years' imprisonment and a fine of 30,000 euros. Finally, the appointment of a statutory auditor necessarily implies the appointment of a deputy auditor.

Note: Following the adoption of the PACTE law in April 2019, the thresholds presented have been updated in line with European accounting directives.

Intervention of a CAC in a SARL: procedures and formalities

To appoint a statutory auditor, the shareholders of a limited liability company must vote. A "simple" majority of more than 50% of the shares is required to appoint the auditor.

To register the appointment of the CAC with the Registre du Commerce et des Sociétés (RCS), a legal announcement must be published in an authorized newspaper located in the département corresponding to that of the company's head office.

This legal notice must then contain a certain amount of information:

• Company name.
• The legal form of the company, i.e. SARL in our case.
• The amount corresponding to the latter's share capital .
• SARLregistration number .
• The date of the Annual General Meeting which approved this request.
• The identity of the statutory auditor and his deputy.

Lastly, the articles of association must be amended to include the statutory auditors in the SARL.

Several documents must therefore be attached to the latter:

• A signed copy justifying the partners' decision.
• M3 forms completed and signed by them.
• Proof of publication of the legal notice.
• A certificate of registration of the statutory auditor and his deputy on the official list.
• And finally, a letter certifying acceptance of the assignment in the SARL.

In conclusion, the statutory auditor can be appointed either by "the companies they control", which is the most traditional route, or in some cases by the courts themselves.

Whatever your situation, don't forget to check whether or not your SARL needs to be audited by a statutory auditor, on pain of penalties!