CSRD: Information on SME sustainability
Verified 10 October 2024 - Directorate for Legal and Administrative Information (Prime Minister)
As of FY 2026 (1re published in 2027), listed small and medium-sized companies (SMEs) will be required to integrate into a separate section of their sustainability information or publish a durability ratio. The purpose of this information is to describe the impact of the SME's activity on sustainability issues (environmental, social and company government), and how these issues affect its business. The obligations differ depending on the location of the business' seat and whether it is listed.
What applies to you ?
An SME affected by the publication of sustainability information may also be obliged to publish sustainability information for the group of businesses of which it is a member, for example if it is the consolidating business of the group. One statement on the obligations of groups of businesses (1re declaration from 2025) is also available.
A fact sheet dedicated to the information obligations regarding the sustainability of large companies (1re declaration from 2025) is also available.
Unside
The companies affected by this situation are:
- Belongs to the category of small and medium-sized companies (SMEs) which, at the end of the financial year, at least 2 of the 3 criteria following:
- Average number of employees employees during the fiscal year between 10 and 250
- Balance Sheet between €450,000 and €25 000 000
- Turnover between €900,000 and €50 000 000
- Are not listed : their securities shall not be admitted to trading on a regulated market.
You can also check the obligations applicable to your company on CSR Portal :
No, they will not be obliged to publish sustainability information.
However, businesses subject to the obligation publish sustainability information, including on their value chain, may ask them for information on sustainability. This applies in particular when commercial relations are between these companies.
Businesses subject to the obligation publish sustainability information with which SMEs have business relations may ask them for information on sustainability.
The information that may be requested shall not exceed the following:
- Business Model and the strategy of the company, in particular as regards sustainability issues (environmental, social and company government)
- Company policies on sustainability issues
- Main negative impacts potential or actual measures taken to identify, monitor, prevent, eliminate or mitigate such negative impacts and the results achieved
- Top Risks for business on sustainability issues, including its main dependencies, and how it manages these risks.
SMEs may be required to provide each piece of sustainability information as:
- Withindicators
- Related to time horizons short (1 year), medium (1-5 years) and long term (over 5 years)
If relevant, additional information may be requested concerning the company's activities and its value chain, including its products and services, trade relations and supply chain.
French side
Thresholds
Businesses who are small and medium-sized companies (SMEs) sides and who have a registered office in France must include sustainability information within a separate section of their annual report. They are sides if their securities are admitted to trading on a regulated market.
The SMB are the companies that, at the end of the financial year, at least 2 of the 3 criteria following:
- Average number of employees employees during the fiscal year between 10 and 250
- Balance Sheet between €450,000 and €25 000 000
- Turnover between €900,000 and €50 000 000.
This sustainability information provides insight into the impact of the business' business on sustainability issues, and how these issues affect the evolution of its business, performance and situation. Sustainability issues include environmental, social and company government issues.
Relevant business Shapes
All business shapes may be affected by the obligation to publish sustainability information, in particular:
- Anonymous businesses (SA)
- Limited partnerships (CBS)
- Limited Liability businesses (LLC)
- Simplified share businesses (SAS).
The general partnerships (SNC) and limited partnerships (CBS) are also affected by the obligation to publish sustainability information if all shares are held by persons of one of the following types or by businesses of foreigner law of a comparable legal form:
- Public limited company (SA)
- Limited Partnership (SCA)
- Limited Liability Company (LLC)
- Simplified share business (SAS).
The obligation to publish sustainability information also applies to :
- Credit institutions
- State-controlled insurance companies
- Supplementary occupational pension fund
- insurance group businesses, mixed insurance group businesses
- Mutual societies and unions, mutual societies and supplementary occupational retirement unions, group mutual unions
- Provident institutions and their unions, supplementary occupational retirement provision institutions, social protection insurance group businesses
- Agricultural cooperatives and their unions
- cooperative businesses
FYI
The obligation to publish sustainability information shall not apply to UCITS: titleContent approved.
You can also check the obligations applicable to your company on CSR Portal :
Publication of information on the sustainability of small and medium-sized companies (SMEs) sides will be mandatory from financial year 2026 (1re publication in 2027) for listed SMEs.
Please note
By way of derogation, SMEs may decide not to publish sustainability information in their management reports until and including the financial year 2027. In order to benefit from this exemption, they must briefly justify this decision in their management report. This then pushes back the obligation to include sustainability information in the management report on fiscal year 2028 (published in 2029).
The sustainability information shall describe the following:
- Business Model and strategy business. In particular, the business may indicate:
- Degree of resilience of the business model and business strategy to risks associated with sustainability issues
- Opportunities for business in sustainability challenges
- Business' plans to ensure that its business model and strategy are compatible with the transition to a sustainable economy, limiting global warming to 1.5°C in line with the Paris Agreement and achieving climate neutrality by 2050. These plans shall include the actions taken or envisaged and the related financial and investment plans. They shall mention, for the businesses concerned, the exposure of those businesses to activities linked to coal, oil and gas.
- How the business model and business strategy take into account the interests of stakeholders and the impact of its business on sustainability issues
- How the business strategy is implemented in relation to sustainability issues
- Business policies on sustainability issues
- Main negative impacts potential or actual measures taken to identify, monitor, prevent, eliminate or mitigate such negative impacts and the results achieved
- Top Risks for business on sustainability issues, including its main dependencies, and how it manages these risks.
Each piece of information in the area of sustainability:
- Be accompanied byindicators
- Be related to time horizons short (1 year), medium (1-5 years) and long term (over 5 years)
- If relevant, address the business' activities and its value chain, including its products and services, trade relations and supply chain
- Where relevant, refer to and provide additional explanations for the other information in the annual report and the amounts shown in the annual accounts.
Please note
By way of derogation, if the necessary information concerning its value chain are not all available, the business explains the efforts made to obtain them, the reasons why they have not all been obtained and the actions it envisages to obtain them in the future. This derogation shall apply to the first 3 financial years for which the business includes sustainability information in the management report.
The section dedicated to sustainability information should contain a process description implemented in order to determine the information included.
Information on imminent developments or cases under negotiation may be absent from the report in exceptional cases under the following 2 conditions:
- Their publication would seriously harm the commercial position of the business, the reasoned opinion of the board, the executive board or the manager
- A fair and balanced understanding of the development of the affairs of the business, its performance, its situation and the impact of its activities shall be maintained
The Autorité des marchés financiers (AMF) has also published an educational guide for companies:
Report on its climate transition plan in ESRS format
Autorité des marchés financiers (AMF)
Pour en savoir plus
FYI
The CSR Portal provides a free tool that assists the company in the analysis of dual materiality, the collection of company data and the drafting of the sustainability report:
Format
Sustainability information should be included in a separate section of the annual report business.
Businesses preparing a management report (including sustainability information) should use the XHTML electronic information format.
They must also mark up sustainability information in the same format, as well as transparency requirements such as:
- The share of their turnover derived from products or services associated with economic activities that can be considered environmentally sustainable
- The portion of their capital expenditure and the portion of their operating expenditure related to assets or processes associated with economic activities that can be considered environmentally sustainable.
Consultation of the ESC
During the mandatory consultations, French businesses must question the Social and Economic Committee (ESC) sustainability information and how to obtain and verify it.
Sustainability information must be certified by a auditor or by a independent third party body (ITO)at the choice of the ordinary general meeting of the members.
External auditor
Designation
Apart from the cases of appointment provided for in the Statutes, the auditors shall be appointed by the ordinary general meeting members or by the competent body performing a similar function.
L'yearbook of auditors includes all auditors:
Who shall I contact
Where the auditor so appointed is a natural person or a single-person business, one or more alternate auditors shall be appointed under the same conditions. They may be called upon to replace the incumbents in the event of refusal, impeachment, resignation, appointment, delisting or death.
Where the auditor has, during the last two financial years, audited the operations of the business or the businesses it controls to make contributions or merge, the draft resolution designating the entity shall so state.
For the performance of the tasks of certifying the accounts and certifying sustainability information, the auditor shall be appointed for a six-year term. By way of derogation, the business may decide to limit the term of office to three financial years.
Its duties shall expire after the general meeting or the competent body which decides on the accounts for the last financial year of its mandate has deliberated.
Warning
The proceedings of the ordinary general meeting shall be void in the absence of a regular appointment of auditors or on the report of auditors appointed or held in office improperly.
Summons
The auditors shall be summoned to all :
- Meetings the management board or the executive board and the supervisory board, or the collegiate administrative or management body and the supervisory body which examine or adopt annual or interim accounts and which examine and adopt the report on the sustainability reporting
- Assemblies shareholders or members or at all meetings of the competent body performing a similar function.
Opinion of the auditor
The auditors appointed to verify the sustainability information published by the company shall issue a notice of compliance with regulatory requirements relating to the publication of that information and to the following:
- Compliance of sustainability information with European regulatory requirements, including sustainability information standards
- Compliance with the standards of the process used by the entity to determine the information disclosed and, where the entity is subject to them, compliance with the duty to consult the Social and Economic Committee (ESC)
- Sustainability Information Markup Compliance
- Compliance with disclosure requirements for company transparency in non-financial reporting
This opinion shall be the subject of a certification report to the body responsible for deciding on the accounts.
Sanctions
The following infringements shall be punishable by 2 years imprisonment and €30,000 fine:
- The fact that any head of a business who has an auditor may not call him to any general meeting
- The failure of any director of a business to have its sustainability information certified to appoint an auditor or an independent third party body (ITO).
The following infringements shall be punishable by 5 years imprisonment and €75,000 fine:
- Obstructing the audits or controls of the auditors or experts responsible for reporting on one or more management operations by any officer of a business having an auditor or any other person of that business
- The refusal of any business executive with an external auditor or any other person of that business to provide external auditors or experts with any documents relevant to the performance of their duties, including, in particular, any contracts, books, records and minutes of meetings, on the spot.
Independent Third Party Organization (ITO)
Designation
Apart from cases of statutory appointment, independent third bodies (ITOs) are appointed by the ordinary general meeting members or by the competent body performing a similar function.
Where there is only one auditor of sustainability information in the ITO, at least one ITO or an alternate auditor shall be appointed under the same conditions. The incumbent will be called upon to replace the incumbent in the event of refusal, impeachment, resignation from office, removal from the list or death.
FYI
The ITO appointed must be certified by the French Accreditation Committee (COFRAC).
The independent third party body shall be appointed for a six-year term. By way of derogation, the business may decide to limit the term of office to three financial years.
Opinion of the independent third party body
The independent third party body (ITO) designated to verify the sustainability information published by the company shall issue a opinions on compliance with the regulatory requirements relating to the publication of this information and on the following :
- Compliance of sustainability information with European regulatory requirements, including sustainability information standards
- Compliance with the standards of the process used by the entity to determine the information disclosed and, where the entity is subject to them, compliance with the duty to consult the Social and Economic Committee (ESC)
- Sustainability Information Markup Compliance
- Compliance with disclosure requirements for company transparency in non-financial reporting
This opinion shall be the subject of a certification report to the body deciding on the accounts.
Summons
Independent third-party bodies shall be convened at all meetings the Management Board or the Executive Board and the Supervisory Board.
They shall also be convened at the meetings of the collegiate administrative or management body and the supervisory body which examine or adopt annual or interim accounts and which examine and adopt the report on sustainability reporting.
Sanctions
The following infringements shall be punishable by 2 years imprisonment and €30,000 fine:
- The failure of any head of a business who has appointed an independent third party body (ITO) not to convene it at any general meeting
- The failure of any business executive to have its sustainability information certified to appoint an auditor or ITO.
The following infringements shall be punishable by 5 years imprisonment and €75,000 fine:
- Obstructing audits or controls by auditors of sustainability information or their experts on the part of any manager of a business with an ITO or any other person of that business
- The refusal by any business manager with an ITO or any other person in that business to provide auditors with sustainability information or their experts with on-the-spot access to all documents relevant to the performance of their tasks, including, in particular, any contracts, books, accounting documents and records of minutes.
To learn more about certification of sustainability information, a Frequently Asked Questions was published by the High Audit Authority:
Details on the conditions for the appointment of auditors or ITOs certifying sustainability information
High Audit Authority (H2A)
Pour en savoir plus
Deposit with the Autorité des marchés financiers (AMF)
French businesses listed on a regulated market of a State of theEuropean Economic Area (EEA) publish and to the Autorité des marchés financiers (AMF) one annual financial report in the 4 months after the end of their financial year.
This annual financial report is available to the public for 10 years. It includes the following:
- Annual accounts and, where applicable, the consolidated accounts
- Management Report and, where there is one, the report on the management of the group
- Report on company Government
- Declaration by which the natural persons who are responsible for the annual financial report certify that, to the best of their knowledge, the elements which make up that report are drawn up in accordance with the rules in force
- Report by the auditors or auditors of third States on the annual accounts and, if any, on the consolidated accounts
- Sustainability information certification report.
Who shall I contact
Filing of the formalities to be annexed to the SCN and the NNE at the ticket office
Businesses by shares (SA: titleContent, LOCK: titleContent, SCA: titleContent, etc.) and all other commercial businesses (excluding CNS: titleContent, SARL: titleContent) must file the management report at the companies' formalities desk and, where there is one, the report on the management of the group, to be forwarded to the registry of the commercial court and then annexed to the SCR: titleContent and the RNE: titleContent. They must do so within a period ofone month after the approval of the annual accounts or within 2 months of such approval where the application is made by electronic means.
For CNS: titleContent of which all the indefinitely liable members are SARL: titleContent or SA: titleContent and for all SARL: titleContent, the business management report shall not necessarily be forwarded to the Registry but shall be made available to any person who so requests.
Please note
All information entered and documents annexed to the NNE, with the exception of accounting documents covered by a confidentiality statement, shall be made available to the public free of charge and in electronic form.
Transmission to the shareholders' meeting
General provisions
One or more shareholders or members representing at least 5% capital or voting rights may request that a draft resolution requiring an accredited business to prepare a report on certain sustainability information be placed on the agenda of the general meeting. This business may not be linked to the auditor or to the ITO appointed to certify the accounts or business sustainability information. This report shall be made available to the members of this Assembly.
share businesses
In the share businesses, as from the convening of the ordinary annual general meeting and at least during the 15-day period preceding the date of the meeting, the business shall send or make available to the shareholders the report certifying sustainability information. At the request of any shareholder, the business shall make such dispatch prior to the meeting and at its own expense.
In the SA: titleContent, for an uninterrupted period beginning not later than 21 days before the meeting, listed businesses publish on the website the documents to be presented to the assembly. This concerns in particular the opinion of the auditor and sustainability information.
Other businesses
In the CNS: titleContent and SARL: titleContent, the management report, inventory and annual accounts drawn up by the managers are submitted to the shareholders' meeting for approval within six months of the end of a financial year, unless extended by a court decision.
The annual accounts, the annual report and, where there are any, the consolidated accounts and the report on the management of the group shall be held at the head office, available to the auditors at least one month before the meeting is convened.
To this end, those documents, together with the text of the resolutions proposed and, where such documents exist, the report of the auditors, the sustainability information certification report, the consolidated accounts and the report on the management of the group must be communicated to the members at least 15 days before the meeting of the assembly. Any deliberation taken in breach of this obligation may be canceled.
Any partner may put questions in writing which the manager is obliged to answer during the meeting.
Please note
In the SARL: titleContent, if the meeting of members has not been convened within six months of the end of a financial year, the public prosecutor's office or any interested person may refer the matter to the president of the court of first instance for interim measures. The Board may require the managers to convene such a meeting or appoint a representative to do so.
Who shall I contact
Transmission to the ESC
In view of the annual consultation of the Social and Economic Committee (ESC) on the economic and financial situation of the company, the employer shall make available the following documents:
- Management report containing sustainability information
- Report of the auditors
- Sustainability Information Certification Report
Transmission on request to any person
One copy of the management report shall be issued to any person, at his own expense, at the seat of the business on request. The costs of delivery may not exceed the cost of reproduction. The party concerned shall be informed, at the time of his application, of the total amount of the fees to be paid for which prior payment may be required.
Actions in the absence of communication of documents
Any person who has been unable to obtain the production, communication or transmission of sustainability information may to ask the president of the court Acting in interlocutory :
- Or to oblige under penalty payment the business competent for producing, communicating or transmitting the documents or information to be communicated
- Or to appoint a representative to make such a communication.
Where the application is granted, the business complained against shall pay the periodic penalty payment and the costs of the proceedings.
EU/EEA listed outside France
This applies to small and medium-sized companies (SMEs):
- At the end of the financial year, at least 2 of the 3 criteria following:
- Average number of employees employees during the fiscal year between 10 and 250
- Balance Sheet between €450,000 and €25 000 000
- Turnover between €900,000 and €50 000 000
- Who are businesses sides outside France: their securities are admitted to trading on a regulated market outside France.
- Of which the seat is not in France but is located in another State of theEuropean Union or theEuropean Economic Area
The publication of sustainability information should be made to the State administrationin which the business has its registered office and in accordance with the rules of that State.
Third/EEA State listed in France
Thresholds
The businesses affected by this situation are:
- Belongs to the category of small and medium-sized companies (SMEs) at the end of the financial year, at least 2 of the 3 criteria following:
- Average number of employees employees during the fiscal year between 10 and 250
- Balance Sheet between €450,000 and €25 000 000
- Turnover between €900,000 and €50 000 000
- Are sides in France: their securities are admitted to trading on a regulated market French.
- Corresponding toone of the situations following:
- They have a head office outside France and have securities giving access to capital, debt securities giving the right to acquire or sell any other security or giving rise to a cash settlement (warrants or debt securities of nominal value equal to or greater than €1,000 and which are not money market instruments) with a maturity of less than 12 months, which are admitted to trading on a regulated market of a State party to the Agreement onEuropean Economic Area (EEA)
- They have a head office outside the EEA and have equity securities, or debt securities with a nominal value of less than €1,000 and which are not money market instruments with a maturity of less than 12 months.
They must include sustainability information within a separate section of their annual report. This management report is part of the documents constituting the annual financial report to be forwarded by business to the Autorité des marchés financiers (AMF).
This sustainability information provides insight into the impact of the business' business on sustainability issues, and how these issues affect the evolution of its business, performance and situation. Sustainability issues include environmental, social and company government issues.
Relevant business Shapes
All business shapes may be affected by the obligation to publish sustainability information, in particular:
- Anonymous businesses (SA)
- Limited partnerships (CBS)
- Limited Liability businesses (LLC)
- Simplified share businesses (SAS).
The general partnerships (SNC) and limited partnerships (CBS) are also affected by the obligation to publish sustainability information if all shares are held by persons of one of the following types or by businesses of foreigner law of a comparable legal form:
- Public limited company (SA)
- Limited Partnership (SCA)
- Limited Liability Company (LLC)
- Simplified share business (SAS).
The obligation to publish sustainability information also applies to :
- Credit institutions
- State-controlled insurance companies
- Supplementary occupational pension fund
- insurance group businesses, mixed insurance group businesses
- Mutual societies and unions, mutual societies and supplementary occupational retirement unions, group mutual unions
- Provident institutions and their unions, supplementary occupational retirement provision institutions, social protection insurance group businesses
- Agricultural cooperatives and their unions
- cooperative businesses
FYI
The obligation to publish sustainability information shall not apply to UCITS: titleContent approved.
You can also check the obligations applicable to your company on CSR Portal :
Publication of information on the sustainability of small and medium-sized companies (SMEs) sides will be mandatory from financial year 2026 (1re publication in 2027) for listed SMEs.
Please note
By way of derogation, SMEs may decide not to publish sustainability information in their management reports until and including the financial year 2027. In order to benefit from this exemption, they must briefly justify this decision in their management report. This then pushes back the obligation to include sustainability information in the management report on fiscal year 2028 (published in 2029).
The sustainability information shall describe the following:
- Business Model and strategy business. In particular, the business may indicate:
- Degree of resilience of the business model and business strategy to risks associated with sustainability issues
- Opportunities for business in sustainability challenges
- Business' plans to ensure that its business model and strategy are compatible with the transition to a sustainable economy, limiting global warming to 1.5°C in line with the Paris Agreement and achieving climate neutrality by 2050. These plans shall include the actions taken or envisaged and the related financial and investment plans. They shall mention, for the businesses concerned, the exposure of those businesses to activities linked to coal, oil and gas.
- How the business model and business strategy take into account the interests of stakeholders and the impact of its business on sustainability issues
- How the business strategy is implemented in relation to sustainability issues
- Business policies on sustainability issues
- Main negative impacts potential or actual measures taken to identify, monitor, prevent, eliminate or mitigate such negative impacts and the results achieved
- Top Risks for business on sustainability issues, including its main dependencies, and how it manages these risks.
Each piece of information in the area of sustainability:
- Be accompanied byindicators
- Be related to time horizons short (1 year), medium (1-5 years) and long term (over 5 years)
- If relevant, address the business' activities and its value chain, including its products and services, trade relations and supply chain
- Where relevant, refer to and provide additional explanations for the other information in the annual report and the amounts shown in the annual accounts.
Please note
By way of derogation, if the necessary information concerning its value chain are not all available, the business explains the efforts made to obtain them, the reasons why they have not all been obtained and the actions it envisages to obtain them in the future. This derogation shall apply to the first 3 financial years for which the business includes sustainability information in the management report.
The section dedicated to sustainability information should contain a process description implemented in order to determine the information included.
Information on imminent developments or cases under negotiation may be absent from the report in exceptional cases under the following 2 conditions:
- Their publication would seriously harm the commercial position of the business, the reasoned opinion of the board, the executive board or the manager
- A fair and balanced understanding of the development of the affairs of the business, its performance, its situation and the impact of its activities shall be maintained
The Autorité des Marchés Financiers has also published an educational guide for companies:
Report on its climate transition plan in ESRS format
Autorité des marchés financiers (AMF)
Pour en savoir plus
FYI
The CSR Portal provides a free tool that assists the company in the analysis of dual materiality, the collection of company data and the drafting of the sustainability report:
Format
Sustainability information should be included in a separate section of the annual report business.
Businesses preparing a management report (including sustainability information) should use the XHTML electronic information format.
They must also mark up sustainability information in the same format, as well as transparency requirements such as:
- The share of their turnover derived from products or services associated with economic activities that can be considered environmentally sustainable
- The portion of their capital expenditure and the portion of their operating expenditure related to assets or processes associated with economic activities that can be considered environmentally sustainable.
Consultation of the ESC
During mandatory consultations, businesses with a establishment in France must question the Social and Economic Committee (ESC) sustainability information and how to obtain and verify it.
Sustainability information must be certified by a auditor or by a independent third party body (ITO)at the choice of the ordinary general meeting of the members.
External auditor
Designation
Apart from the cases of appointment provided for in the Statutes, the auditors shall be appointed by the ordinary general meeting members or by the competent body performing a similar function.
L'yearbook of auditors includes all auditors:
Who shall I contact
Where the auditor so appointed is a natural person or a single-person business, one or more alternate auditors shall be appointed under the same conditions. They may be called upon to replace the incumbents in the event of refusal, impeachment, resignation, appointment, delisting or death.
Where the auditor has, during the last two financial years, audited the operations of the business or the businesses it controls to make contributions or merge, the draft resolution designating the entity shall so state.
For the performance of the tasks of certifying the accounts and certifying sustainability information, the auditor shall be appointed for a six-year term. By way of derogation, the business may decide to limit the term of office to three financial years.
Its duties shall expire after the general meeting or the competent body which decides on the accounts for the last financial year of its mandate has deliberated.
Warning
The proceedings of the ordinary general meeting shall be void in the absence of a regular appointment of auditors or on the report of auditors appointed or held in office improperly.
Summons
The auditors shall be summoned to all :
- Meetings the management board or the executive board and the supervisory board, or the collegiate administrative or management body and the supervisory body which examine or adopt annual or interim accounts and which examine and adopt the report on the sustainability reporting
- Assemblies shareholders or members or at all meetings of the competent body performing a similar function.
Opinion of the auditor
The auditors appointed to verify the sustainability information published by the company shall issue a notice of compliance with regulatory requirements relating to the publication of that information and to the following:
- Compliance of sustainability information with European regulatory requirements, including sustainability information standards
- Compliance with the standards of the process used by the entity to determine the information disclosed and, where the entity is subject to them, compliance with the duty to consult the Social and Economic Committee (ESC)
- Sustainability Information Markup Compliance
- Compliance with disclosure requirements for company transparency in non-financial reporting
This opinion shall be the subject of a certification report to the body responsible for deciding on the accounts.
Sanctions
The following infringements shall be punishable by 2 years imprisonment and €30,000 fine:
- The fact that any head of a business who has an auditor may not call him to any general meeting
- The failure of any director of a business to have its sustainability information certified to appoint an auditor or an independent third party body (ITO).
The following infringements shall be punishable by 5 years imprisonment and €75,000 fine:
- Obstructing the audits or controls of the auditors or experts responsible for reporting on one or more management operations by any officer of a business having an auditor or any other person of that business
- The refusal of any business executive with an external auditor or any other person of that business to provide external auditors or experts with any documents relevant to the performance of their duties, including, in particular, any contracts, books, records and minutes of meetings, on the spot.
Independent Third Party Organization (ITO)
Designation
Apart from cases of statutory appointment, independent third bodies (ITOs) are appointed by the ordinary general meeting members or by the competent body performing a similar function.
Where there is only one auditor of sustainability information in the ITO, at least one ITO or an alternate auditor shall be appointed under the same conditions. The incumbent will be called upon to replace the incumbent in the event of refusal, impeachment, resignation from office, removal from the list or death.
FYI
The ITO appointed must be certified by the French Accreditation Committee (COFRAC).
The independent third party body shall be appointed for a six-year term. By way of derogation, the business may decide to limit the term of office to three financial years.
Opinion of the independent third party body
The independent third party body (ITO) designated to verify the sustainability information published by the company shall issue a opinions on compliance with the regulatory requirements relating to the publication of this information and on the following :
- Compliance of sustainability information with European regulatory requirements, including sustainability information standards
- Compliance with the standards of the process used by the entity to determine the information disclosed and, where the entity is subject to them, compliance with the duty to consult the Social and Economic Committee (ESC)
- Sustainability Information Markup Compliance
- Compliance with disclosure requirements for company transparency in non-financial reporting
This opinion shall be the subject of a certification report to the body deciding on the accounts.
Summons
Independent third-party bodies shall be convened at all meetings the Management Board or the Executive Board and the Supervisory Board.
They shall also be convened at the meetings of the collegiate administrative or management body and the supervisory body which examine or adopt annual or interim accounts and which examine and adopt the report on sustainability reporting.
Sanctions
The following infringements shall be punishable by 2 years imprisonment and €30,000 fine:
- The failure of any head of a business who has appointed an independent third party body (ITO) not to convene it at any general meeting
- The failure of any business executive to have its sustainability information certified to appoint an auditor or ITO.
The following infringements shall be punishable by 5 years imprisonment and €75,000 fine:
- Obstructing audits or controls by auditors of sustainability information or their experts on the part of any manager of a business with an ITO or any other person of that business
- The refusal by any business manager with an ITO or any other person in that business to provide auditors with sustainability information or their experts with on-the-spot access to all documents relevant to the performance of their tasks, including, in particular, any contracts, books, accounting documents and records of minutes.
To learn more about certification of sustainability information, a Frequently Asked Questions was published by the High Audit Authority:
Details on the conditions for the appointment of auditors or ITOs certifying sustainability information
High Audit Authority (H2A)
Pour en savoir plus
Deposit with the Autorité des marchés financiers
Businesses listed on a regulated market French publish and file with the Autorité des marchés financiers one annual financial report in the 4 months after the end of their financial year.
This annual financial report is available to the public for 10 years. It includes the following:
- Annual accounts and, where applicable, the consolidated accounts
- Management Report and, where there is one, the report on the management of the group
- Report on company Government
- Declaration by which the natural persons who are responsible for the annual financial report certify that, to the best of their knowledge, the elements which make up that report are drawn up in accordance with the rules in force
- Report by the auditors or auditors of third States on the annual accounts and, if any, on the consolidated accounts
- Sustainability information certification report.
Who shall I contact
Filing of the formalities to be annexed to the SCN and the NNE at the ticket office
Businesses by shares (SA: titleContent, LOCK: titleContent, SCA: titleContent, etc.) and all other commercial businesses (excluding CNS: titleContent, SARL: titleContent) must file the management report at the companies' formalities desk and, where there is one, the report on the management of the group, to be forwarded to the registry of the commercial court and then annexed to the SCR: titleContent and the RNE: titleContent. They must do so within a period ofone month after the approval of the annual accounts or within 2 months of such approval where the application is made by electronic means.
For CNS: titleContent of which all the indefinitely liable members are SARL: titleContent or SA: titleContent and for all SARL: titleContent, the business management report shall not necessarily be forwarded to the Registry but shall be made available to any person who so requests.
Please note
All information entered and documents annexed to the NNE, with the exception of accounting documents covered by a confidentiality statement, shall be made available to the public free of charge and in electronic form.
Transmission to the shareholders' meeting
General provisions
One or more shareholders or members representing at least 5% capital or voting rights may request that a draft resolution requiring an accredited business to prepare a report on certain sustainability information be placed on the agenda of the general meeting. This business may not be linked to the auditor or to the ITO appointed to certify the accounts or business sustainability information. This report shall be made available to the members of this Assembly.
share businesses
In the share businesses, as from the convening of the ordinary annual general meeting and at least during the 15-day period preceding the date of the meeting, the business shall send or make available to the shareholders the report certifying sustainability information. At the request of any shareholder, the business shall make such dispatch prior to the meeting and at its own expense.
In the SA: titleContent, for an uninterrupted period beginning not later than 21 days before the meeting, listed businesses publish on the website the documents to be presented to the assembly. This concerns in particular the opinion of the auditor and sustainability information.
Other businesses
In the CNS: titleContent and SARL: titleContent, the management report, inventory and annual accounts drawn up by the managers are submitted to the shareholders' meeting for approval within six months of the end of a financial year, unless extended by a court decision.
The annual accounts, the annual report and, where there are any, the consolidated accounts and the report on the management of the group shall be held at the head office, available to the auditors at least one month before the meeting is convened.
To this end, those documents, together with the text of the resolutions proposed and, where such documents exist, the report of the auditors, the sustainability information certification report, the consolidated accounts and the report on the management of the group must be communicated to the members at least 15 days before the meeting of the assembly. Any deliberation taken in breach of this obligation may be canceled.
Any partner may put questions in writing which the manager is obliged to answer during the meeting.
Please note
In the SARL: titleContent, if the meeting of members has not been convened within six months of the end of a financial year, the public prosecutor's office or any interested person may refer the matter to the president of the court of first instance for interim measures. The Board may require the managers to convene such a meeting or appoint a representative to do so.
Who shall I contact
Transmission to the ESC
In view of the annual consultation of the Social and Economic Committee (ESC) on the economic and financial situation of the company, the employer shall make available the following documents:
- Management report containing sustainability information
- Report of the auditors
- Sustainability Information Certification Report
Transmission on request to any person
One copy of the management report shall be issued to any person, at his own expense, at the seat of the business on request. The costs of delivery may not exceed the cost of reproduction. The party concerned shall be informed, at the time of his application, of the total amount of the fees to be paid for which prior payment may be required.
Actions in the absence of communication of documents
Any person who has been unable to obtain the production, communication or transmission of sustainability information may to ask the president of the court Acting for interim measures:
- Or to oblige under penalty payment the business competent for producing, communicating or transmitting the documents or information to be communicated
- Or to appoint a representative to make such a communication.
Where the application is granted, the business complained against shall pay the periodic penalty payment and the costs of the proceedings.
Non-listed third country in France
The companies affected by this situation are:
- Belongs to the category of small and medium-sized companies (SMEs) which, at the end of the financial year, at least 2 of the 3 criteria following:
- Average number of employees employees during the fiscal year between 10 and 250
- Balance Sheet between €450,000 and €25 000 000
- Turnover between €900,000 and €50 000 000
- Not listed in France : their securities shall not be admitted to trading on a regulated market French. They may be quoted outside France.
- Do not have a registered office in a Status of theEuropean Union nor of theEuropean Economic Area
No, they will not be obliged to publish sustainability information.
However, businesses subject to the obligation publish sustainability information, including on their value chain, may ask them for information on sustainability. This applies in particular when commercial relations are between these companies.
Businesses subject to the obligation publish sustainability information with which SMEs have business relations may ask them for information on sustainability.
The information that may be requested shall not exceed the following:
- Business Model and the strategy of the company, in particular as regards sustainability issues (environmental, social and company government)
- Company policies on sustainability issues
- Main negative impacts potential or actual measures taken to identify, monitor, prevent, eliminate or mitigate such negative impacts and the results achieved
- Top Risks for business on sustainability issues, including its main dependencies, and how it manages these risks.
SMEs may be required to provide each piece of sustainability information as:
- Withindicators
- Related to time horizons short (1 year), medium (1-5 years) and long term (over 5 years)
If relevant, additional information may be requested concerning the company's activities and its value chain, including its products and services, trade relations and supply chain.
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Framing the information that may be required from the value chain of the businesses subject to the obligation
(Applicable on 1 January 2025) Application to cooperative businesses
Year in which the obligation comes into force, depending on the type of business
Publicity of information transmitted to the NNE
(Applicable on 1 January 2025) Publication of sustainability information for SMEs
(Applicable as of January 1, 2025) Management Report Submission to Partners
(Applicable on 1 January 2025) Conditions of application of the obligation to partnerships (SNC)
Application of the obligation to limited partnerships (CBS)
(Applicable as of January 1, 2025) Management Report Submission to Partners in LLCs
Size of companies (micro, small, medium, large) and groups
(Applicable as of 1 January 2025) General framework for the publication of sustainability information
(Applicable as of January 1, 2025) Management Reports Filed at the Court Registry
Recourse to access untransmitted information
Provisions concerning auditors
Provisions concerning independent third bodies (ITOs)
Submission of management reports to the Court Registry for commercial businesses
Management reports appended to the National Register of Companies
Publication of certain documents 21 days before the shareholders' meeting
(Applicable on 1 January 2025) Details on the content of the information required for SMEs
Details on the submission of the annual report to the members
(Applicable on 1 January 2025) Documents made available to shareholders by the business
(Applicable on January 1, 2025) Clarification on the deadline for requesting documents before the shareholders' meeting
Thresholds for company sizes and groups
(Applicable as of 1 January 2025) Details of durability information to be reported, businesses concerned, etc.
Issuance of a copy of the management report to any person requesting it
(Applicable on 1 January 2025) Non-application to collective investments
(Applicable as of 1 January 2025) Requiring listed businesses to publish an annual financial report containing a management report
(Applicable on 1 January 2025) Application to credit institutions
(Applicable on 1 January 2025) Details regarding the annual financial report of listed businesses in France
(Applicable on 1 January 2025) Application to insurance companies
(Applicable on 1 January 2025) Application to mutual societies
(Applicable on 1 January 2025) Application to pension schemes, supplementary occupational retirement provision schemes and social protection insurance group businesses
(Applicable on 1 January 2025) Application to agricultural cooperatives
(Applicable on 1 January 2025) Consultation of the EESC for the compilation of sustainability information
(Applicable on 1 January 2025) Availability of sustainability information during the annual consultation on the company's economic and financial situation
Derogation for the first 3 financial years subject to the obligation to publish unavailable value chain information
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