Filing of accounts

All companies are legally required to draw up a statement of accounts, a profit and loss statement and a management report and to submit these accounting records to the Trade and Industry Registry.

For companies in the form of société anonyme or société commandite par actions, this requirement was established by the act n° 408 of 20 january 1945, modified.

For sociétés en nom collectif, sociétés en commandite simple and sociétés à responsabilité limitée the requirement is based on act n°1331 of 8 january 2007.

Accounting documents are not publically available; they cannot be consulted or shared.

Directors or managers of the company must convene a shareholders’ meeting within six months of the end of the financial year, to which the statement of accounts, profit and loss statement, the management report of the board of directors or board of managers and the reports of the auditor(s), as stipulated in articles 24 and 25 of the act n°408.

The following documents must be submitted to the Trade and Industry Registry within three months of this meeting:

1°- An attestation drawn up and signed by the auditors, including:

• The names and addresses of the directors or managers as well as those of the current auditor or auditors
• A record of whether the statement of accounts and profit and loss statement were approved or rejected by the general assembly
• A statement on whether or not the activity carried out by the company is in accordance with the activities for which its constitution was authorised
• A statement on whether the audited accounts were approved, rejected or subject to reservations
• The opinion of the auditors on the proper conduct of the general assembly with regard to the provisions of the by-laws and to legal and regulatory requirements in force

2°- The auditors’ report on the accounts

Firstly the manager must convene a shareholders’ meeting within six months of the end of the financial year, at which the following documents are submitted for his/her approval:

• The inventory, statement of accounts and profit and loss statement
• The management report for the previous financial year
• A report on the implementation of any contracts or undertakings, either directly or through an intermediary, between the company and one of its managers or partners

The following documents must then be submitted by the manager to the Trade and Industry Register within three months of this meeting:

• The statement of accounts
• The profit and loss statement
• An attestation signed by the manager, including:
  • The names and addresses of the managers and partners as well as those of the current auditor if applicable
  • Confirmation that the annual accounts were drawn up in accordance with legal requirements
  • Indication of the approval or rejection of the statement of accounts and profit and loss statement by the general assembly
  • An indication of the respect of legal and statutory requirements and, particularly, showing compliance of the activity carried to the objects of the company

For companies that do not have an auditor, the attestation must be validated by a chartered or public accountant stating that the information supplied by the manager appears to be genuine and coherent. 

NB 

1. If there is no manager of a "société en nom collectif", the abovementioned measures apply to the partners of the company (Art.51-7 of the Commercial Code)
2. In the event of the absence, resignation, incapacity or death of the manager, the assembly may be convened by the auditor or by a representative named by the President of the Court of First Instance on request of a partner (Art.51-6 of the Commercial Code)
3. To facilitate processing, you are advised to include the RCI number on the attestation