Key Benefits:
Publics concerned: accountant professionals.
Subject: companies of financial participation of the liberal profession of accountant.
Entry into force: the text comes into force on the day after its publication.
Notice: the Act No. 2011-331 of 28 March 2011 the modernization of judicial or legal professions and certain regulated professions has opened the possibility of establishing companies of financial participation of liberal professions to accountants. The decree sets out the rules for the constitution and operation of the society (registration of the order of the experts-comptables, information of the order in case of change in relation to the declared situation). It provides for the rules of control of the society through the quality control exercised by the order, sanctioned if necessary by disciplinary measures and sets the regime of dissolution-liquidation of the society.
References: the decree is taken for the application of theArticle 32 of Act No. 2011-331 of 28 March 2011 modernization of judicial or legal professions and certain regulated professions. The Decree of March 30, 2012 on the exercise of the activity of accounting expertise as amended by this decree can be consulted, in its drafting, on the site Légifrance (http://www.legifrance.gouv.fr).
The Prime Minister,
On the report of the Minister of Economy, Finance and Industry,
Vu le Civil codeincluding articles 1832 to 1873;
Vu le Trade codeincluding his book II;
See?Order No. 45-2138 of 19 September 1945 amended by establishing the order of the accountants and regulating the title and profession of accountant;
Vu la Act No. 90-1258 of 31 December 1990 amended in the form of companies of liberal professions subject to legislative or regulatory status or whose title is protected and to companies of financial participation of liberal professions, including section 31-1;
Vu le Decree No. 2012-432 of 30 March 2012 the exercise of the accounting activity;
The State Council (Finance Section) heard,
Decrete:
The above-mentioned decree of 30 March 2012 is amended:
1° Articles 198,199,200,201,202 and 203 become articles 210,211,212,213,214 and 215 respectively;
2° Section 114 is amended as follows:
(a) In the first paragraph, the word "three" is replaced by the word "four";
(b) After the 11th, a sub-item is inserted:
« 12° The list of companies of financial participation in liberal professions referred to in Chapter VI of Title III. » ;
(c) It is added a paragraph to read:
"By derogation, the listing of companies of financial participation of liberal professions is not governed by the provisions of sections 115 and 116 and does not confer on them the right to exercise the activity of accounting expertise; In addition, these companies are not members of the order and are not subject to its disciplinary control. » ;
3° In Article 196, the words "in Article 5" are replaced by the words "in the first paragraph of Article 5";
4° In article 213, the words "and 141 to 200" are replaced by the words "41 to 197 and 210 to 212";
5° After chapter V of title III, a chapter is inserted as follows:
“Chapter VI
« Financial Participation Corporations
of liberal professions
"Art. 198.-Financial companies of the liberal profession of accountant are governed by the provisions of Book II of the Commercial Code, subject to the provisions of this chapter.
“Section 1
“Constitution of society
"Art. 199.-Professionals of accounting expertise, accounting companies, management and accounting associations, respectively referred to in Article 2, I of Article 7 and III of Article 7 ter of the order of September 10, 1945 referred to above, employees of management and accounting associations authorized under sections 83 ter and 83 quater of the same order and persons exercising the basis of the order in France on the orderSection 31-1 of the Act of 31 December 1990, constitute a company of financial participations of the liberal profession of accounting expertise with the purpose of holding shares or shares of incorporated companies for the exercise of the profession of accounting expertise as well as participation in any foreign group of law intended to exercise the same profession.
"Art. 200.-The corporation is listed on the special list of the regional council order table set out in the 12th of section 114, in the electoral district of which its seat or establishment is located in France.
"Art. 201.-The constitution of the corporation is the subject of a declaration addressed by the partners, who designate a common agent, to the Regional Council of Order. A copy of the company's statutes is attached to the declaration, which includes the list of associates with an indication, as the case may be, of their profession or of their quality followed, for each, of the mention of the share of capital held in the corporation.
“Section 2
“Company operation
"Art. 202.-The company of financial participations of the liberal profession of accountant shall notify the regional council to which the company is registered, within thirty days of the date on which it occurs, of any change in the situation reported under section 201.
"Art. 203.-If, as a result of changes in the declared situation, the company of financial participations of the professional accountant ceases to comply with the legislative and regulatory provisions in force, its members, listed in the order of the accounting experts or thereafter, are invited by the territorially competent regional council to regulate the situation.
"If, at the expiry of this period, the company has not regularized the situation, the president of the regional council to which the company is registered may invite the partners, by registered letter with request for an acknowledgement of receipt, to pronounce the early dissolution of the company in accordance with the forms provided by the statutes. It sends a copy of this letter to the President of the Regional Disciplinary Board in the jurisdiction of which the professional associates of the accounting expertise are registered.
“Section 3
“Company control
"Art. 204.-Each company of financial participations of the liberal profession of accountant is subject, at least once every four years, to control the compliance with the legislative and regulatory provisions governing the composition of its capital and the scope of its activities.
"Each financial participation company may, in addition, be subject to occasional controls prescribed by the Regional Council of the Order of Accountants to which the company is registered.
"These controls are carried out by the Conseil Supérieur de l'ordre des experts-comptables or the regional boards of order and are conducted according to the rules decided by the Conseil Supérieur.
"Art. 205.-The failure to comply with the provisions governing the formation and operation of financial participation companies of the professional accountant professional by the professionals of the associated accountant expertise of such a corporation may result in disciplinary proceedings under the conditions and procedure set out in sections 174 and below.
“Section 4
“Dissolution-liquidation of society
"Art. 206.-The dissolution of the company is brought to the attention of the regional council to which the company is registered at the diligence of the liquidator.
"Art. 207.-The liquidator is chosen among the partners of the financial participation company of the liberal profession of accountant. In no case can the liquidator be entrusted to a partner who has been subject to a disciplinary penalty.
" Several liquidators can be designated.
"The liquidator may be replaced for reasons of incapacity, or for any other serious reason, by the president of the court of large instance of the place of the company's head office, at the request of the liquidator himself, the associates or their beneficiaries, or the regional council.
"Art. 208.-The liquidator shall dispose of the shares or shares that the company of financial participations of the liberal profession of accountant holds in the business or companies of the accounting profession.
"Art. 209.-The liquidator shall inform the regional council to which the company is registered and the clerk responsible for the maintenance of the trade register and the companies in which the company is registered for the closing of the liquidation operations. »
The Guard of Seals, Minister of Justice and Freedoms, Minister of Economy, Finance and Industry and Minister of Budget, Public Accounts and State Reform, Spokesperson of the Government are responsible for the execution of this decree, which will be published in the Official Journal of the French Republic.
Done on 7 May 2012.
François Fillon
By the Prime Minister:
Minister of Economy,
finance and industry,
François Baroin
The guard of the seals,
Minister of Justice and Freedoms,
Michel Mercier
Minister of Budget, Public Accounts
and state reform,
Government spokesperson,
Valérie Pécresse
