Change of corporate object

Special mission of the statutory auditor

A specific procedure is described by the Companies Code applicable to a public limited liability company, a partnership limited by shares, a private limited liability company or a cooperative limited liability company that wants to change the corporate object described in the bylaws.

The board of directors must justify the proposed change in a specific report to the shareholders and attach a statement of assets and liabilities, not older than 3 months before the legal deed approving the change of corporate object.

If a statutory auditor has been appointed, the statutory auditor is required to report on this statement of assets and liabilities. As prescribed by standards of the IBR / IRE, such mission is a limited review and not an audit. The auditor will not express an opinion on the fair view of the equity, the financial position and the results of the company.

The reports of the statutory auditor and of the board are presented to the shareholders. The change of corporate object (and related change in bylaws) is effective only after approval by the shareholders, in a meeting done in front of a notary and transcribed in an official notary deed.