As to the approval of the annual accounts of the common limited partnership (CLP - société en commandite simple), the following questions must be considered.
1- Who Decides on the Approval of the Accounts of a CLP?
The partners of the CLP decide on the approval of the company's annual accounts.
2- On What Date Must the Accounts of a CLP Be Approved?
The approval of the accounts by the partners shall take place each year on the date stipulated in the partnership agreement, and at the latest within six months of the end of the fiscal year.
For the approval of the accounts and for the first accounting year, a special vote must be held within eighteen months of the company's incorporation date.
3- What Is the Minimum Period of Time Given to the Partners to Review the Relevant Documents Before Voting on the Approval of the Accounts of a CLP?
The time period for the partners to be able to consult the relevant documents is at least 15 days before the date on which the partners must decide on the approval of the CLP's accounts. The partnership agreement may provide for a period longer than 15 days before the decision is taken.
4- Finally, What Relevant Documents Must the Partners Be Able to Consult Within the Aforementioned Period?
To approve the accounts of the CLP, the partners must be able to have access to and obtain copies of the following documents at the company's registered office:
the company's annual accounts;
the management report, if any;
the report of the réviseurs d'entreprises agréés (approved statutory auditors), if any;
any other information provided for in the partnership agreement.
References: Article 310-5 (3) of the law of 10 August 1915 on commercial companies as amended; #358-347* Decisions of the Partners and Articles of Association of the Partnership - CLP/SCS, May 26, 2021; Partners' Decisions in the Absence of Statutory Provisions - CLP/SCS - #359-348*, May 27, 2021.
*YouTube Video 349*
Bertrand Mariaux, Avocat à la Cour, LL.M. (hons.)
Prestation de serment (Swearing-in oath): Luxembourg (2011), Certificat d’Aptitude à la Profession d’Avocat, École de Formation professionnelle des Barreaux de la Cour d’appel de Paris (2009), Bond University (LL.M. (distinct.), International Legal Practice, 2010), Université Sorbonne Paris Nord & University of Limerick (Master in European & International Law - major in economics, 2008), certified Expert in Microfinance (Frankfurt School of Finance & Management, 2015), social entrepreneurship (University of Oxford, 2015 & The Wharton School of Social Policy & Practice, 2014) and social & solidarity economy (International Labour Organization Academy - Social & Solidarity Economy, Organisation Internationale du Travail - Économie Sociale et Solidaire, 2017)
Contributor: Cédric Buisine, Avocat