Managing S.A.
There are 2 ways of managing a public limited company (société anonyme, SA):
- Either the traditional management system with a board of directors;
- Or
the dual management system consisting in:
- A management board in charge of the management of the company;
- And a supervisory board in charge of permanently monitoring the management board’s work.
The company can change from one system to the other during the course of its life by amending the articles of association.
The board of directors or the management board, depending on the model selected, is the executive organ of the company carrying out the management and administration duties.
Overseeing a public limited company (SA)
A public limited company (société anonyme – SA) must be supervised by one or more internal auditors (commissaire), who can be partners or not. Big size companies are subject to the statutory audit of accounts by one or more approved statutory auditor.
The approved auditors (internal or external) must verify that the annual accounts present a true and fair view of the company’s financial situation. They must furthermore monitor the company’s operations.
Who is concerned
Public limited companies who do not exceed 2 of the 3 following limits on the balance sheet date can have their accounts audited by an internal auditor (commissaire):
- Balance sheet total: EUR 4.4 million;
- Net turnover: EUR 8.8 million;
- Average number of full time staff during the financial year: 50.
Companies that exceed 2 of these limits must have their accounts audited by an approved statutory auditor.
The crossing of these limits must:
- Be of a certain stability;
- Continue for 2 consecutive financial years.
Managing S.A.R.L.
A limited liability company ( société à responsabilité limitée – SARL) is administered by one or more business managers (partners or otherwise), which may form a management board.
The law does not stipulate conditions for qualification (except for certain professions, e.g. A limited liability company of chartered accountants or lawyers), nationality or other, to become a manager or member of the management board of an SARL. Legal persons can also become members of the board.
Overseeing a limited liability company (SARL)
Setting up a supervisory board is compulsory for a limited liability company (société à responsabilité limitée – SARL) with more than 60 partners.
The internal or statutory auditors must verify that the annual accounts present a true and fair view of the company’s financial situation. Internal auditors must furthermore monitor the company’s operations.
Who is concerned
Sarls with more than 60 partners who do not exceed 2 of the following 3 limits can have their accounts audited by an internal auditor only (commissaire):
- Balance sheet total: EUR 4.4 million;
- Net turnover: EUR 8.8 million;
- Average number of full time staff during the financial year: 50.
Companies that exceed 2 of these limits must have their accounts audited by a statutory auditor.
The crossing of these limits must:
- Be of a certain stability;
- Continue for 2 consecutive financial years.