TITLE II: Statutory Auditors.

By way of derogation from the first paragraph of Article L. 823-3, where the statutory auditor is appointed by a company voluntarily or pursuant to the first or last paragraphs of article L. 823-2-2, the company may decide to limit the term of office to three financial years.

If the meeting or competent body fails to appoint an auditor, any member of the meeting or competent body may apply to the courts for the appointment of an auditor, the legal representative of the person or entity duly summoned. The mandate thus conferred shall end when the competent meeting or body has appointed the auditor or auditors.

When a company of statutory auditors is absorbed by another company of statutory auditors, the absorbing company shall continue the mandate entrusted to the absorbed company until its expiry date. However, notwithstanding the provisions of articles L. 823-3 and L. 823-3-1, the general meeting or competent body of the controlled person or entity may, at its first meeting after the merger, deliberate on the continuation of the mandate, after hearing…

One or more shareholders or associates representing at least 5% of the share capital, the works council, the public prosecutor, the Autorité des marchés financiers for persons and entities whose financial securities are admitted to trading on a regulated market may, within the period and under the conditions set by decree in the Conseil d’Etat, apply to the courts for one or more statutory auditors to be disqualified for just…

In the event of misconduct or impediment, the statutory auditors may, under the conditions laid down by decree of the Conseil d’Etat, be relieved of their duties before the normal expiry of those duties, by a court decision, at the request of the collegiate body responsible for the management, of the body responsible for management, of one or more shareholders or members representing at least 5% of the share capital,…

When, on expiry of a statutory auditor’s term of office, a proposal is made to the meeting or competent body not to renew him, the statutory auditor must, subject to the provisions of Article L. 822-14 and, if he so requests, be heard by the meeting or the competent body.

The Ordinary General Meeting, in commercial companies which have such a body, or the body exercising a similar function which is competent by virtue of the rules which apply, may authorise the Statutory Auditors, on the proposal of the collegiate body responsible for the administration or the body responsible for the management of the company, to send directly to the clerk of the court, within the time limits imposed on…