Why is a report requested?
A reorganization changes a company’s legal form. Depending on the company’s original legal form, its new legal form, and whether or not it has an independent auditor, a report may be required before the shareholders make their decision.
The report is intended, in particular, to inform the partners about the company's financial position and, in certain cases, to certify that the amount of shareholders' equity meets the level required by law.
Who is carrying out the mission?
The assignment may be entrusted to a transformation commissioner appointed in accordance with the applicable conditions. When a statutory auditor is already in office, the relevant laws may assign all or part of the assignment to that auditor, depending on the transaction in question.
What schedule should we plan for?
The report must be prepared early enough to comply with the requirements for filing or making it available to the partners. For certain conversions to a corporation, the Commercial Code requires that the report be filed with the court clerk’s office and made available at least eight days before the resolution is adopted.
What documents are generally required?
- up-to-date articles of incorporation and draft amended articles of incorporation;
- Kbis and recent legal history;
- annual financial statements for the most recent fiscal years;
- recent financial status;
- Breakdown of equity;
- inventory of significant assets;
- meeting minutes and draft resolutions;
- Information on events after the close of business.
Mission Timeline
Identify the source form, the target form, and the required relationship(s).
Review of the financial statements, equity, assets, and significant events.
Coordinate with the attorney, the accountant, and management regarding the documents and the timeline.
Finalize the report and then complete the required formalities prior to the partners' decision.
FAQ
Does converting a SASU into an EURL always require an auditor?
When converting an SASU that does not have a statutory auditor into an EURL, the involvement of a conversion auditor is not required. If the SASU has a statutory auditor, that auditor must be involved and prepare a report certifying that the shareholders’ equity is at least equal to half of the share capital.
Is a recent financial statement required?
It is often necessary when the most recent financial statements are outdated or when the business has changed significantly.
Can the report be prepared remotely?
Yes, the engagement can generally be conducted remotely if the documents are accessible and if communication allows for the necessary due diligence to be performed.