What is the management report?

What is the purpose of the management report?

The management report is prepared by the company's directors for the shareholders. It is presented to them at the annual general meeting for approval of the accounts.

The management report aims to inform shareholders about the company's management during the previous financial year and to outline the prospects for the coming year.

Who must prepare the management report?

  • In SAS companies: the chairman

  • In SARL companies: the manager

  • In SA companies: the board of directors or the management board

Companies meeting the criteria for small enterprises are exempt from preparing a management report.

What must the management report contain?

  • The management report must describe (article L. 232-1 du Code de commerce):

    • the company's situation during the previous financial year

    • its foreseeable development

    • events occurring between the year-end date and the date on which the report is filed

    • the company's research and development activities

    • existing branches

  • Where the company is subject to corporation tax (IS), the report must state:

    • the amount of dividends received in respect of the previous three financial years, distinguishing between

      • dividends eligible for the 40% allowance (except in special cases, all dividends distributed at a general meeting)

      • distributed income not eligible for the allowance (art. 243 bis du C.G.I.)

    • the amount of sumptuary expenditure (combined application of art. 39-4 and 223 quater du C.G.I.)

  • If the company has appointed a statutory auditor, the management report must include information on payment periods for the company's suppliers and customers.

Must the management report be filed with the commercial court registry?

No.

Companies required to prepare a management report are no longer obliged to file it with the commercial court registry following loi n° 2012-387 du 22 mars 2012.