Spécimen de lettre de mission proposé par ecf: mission de présentation des comptes annuels
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Dear Sirs ( pour un client Anglais )
Gentlemen ( pour les Américains et des ressortissants de pays sous emprise de la langue américain et des pays sous influence américain, tel le Japon )
You have indicated your wish to invite our Practice to participate in the preparation of the annual accounts of your business. We are grateful for the confidence that have demonstrated in the capacities of the Practice.
This letter covers the various points discussed in our conversations preparatory to your decision to confide the assignment to the Practice, and define with precision our agreement covering the conditions regulating our collaboration, in accordance with the dispositions of the profession rules which we must regard as members of the profession of certified public accountants.
You have proposed entrusting to the Practice an assignment consisting of the presentation of the annual accounts of your business ( a single individual, private limited company, public limited company, public limited company with simplified statutes “ ….. “ ) corresponding to your obligations as they are defined legally, notably articles L.123 – 12 to L.123 – 24 of the Commercial Code.
We will carry out the assignment applying the applicable dispositions defined by the professional standards of the body governing our profession covering the presentation of annual accounts: the Conseil Supérieur de l’Ordre des Experts – comptables.
At the date of …/…./…. your business had XX employees and had an annual turnover of around XXX €.
THE OBJECTIVE OF THE ASSIGNMENT WHICH YOU WISH TO ENTRUST TO US
The assignment comprising the presentation of annual accounts leads us to prepare a report, which, unless we encounter unforeseen difficulties, will stipulate « that we have not identified any items which would undermine the “ coherence of the annual accounts with the activity of the business ”; the annual accounts of the financial year involved are annexed to this report. This document allows third parties having commercial links with your business to judge the quality of your business on the basis of your accounts.
CONTENTS OF THE ASSIGNMENT: THE RESPONSE TO YOUR EXPECTATIONS
We will put in place the means necessary to acquire an overall understanding of your business, of its recent evolution and of its environment in order to be able to ensure that the annual accounts providing information which is coherent with the situation of the business and corresponds to its situation as it appears.
We will prepare the programme for the realisation of the assignment together in order to ensure that we detach the appropriate level of staff in order to undertake the work to be done on your behalf; if necessary, we will include a technician with certain specific competence from outside our practice if this appears necessary.
We will develop with you, or recommend to you, organisational procedures relative to accounting adapted to the scale and the needs of your business, and evidently, in accord with current legislation.
We will demonstrate by the quality of accounting entries and the existence of accounting records that they are in conformity with fiscal legislation.
We will provide the relevant accounting entries at the end of the financial year for the closing:
- on the basis of information which you will supply,
- on the basis of an eventual simplification of certain accounting entries,
- in the application of the relevant techniques required to check the accounts.
We will book them in the company’s accounts, or ensure that they have been correctly dealt with in the accounts by your staff.
Finally, we will check out the tax return with the results has been prepared in conformity with and corresponding to the image we have obtained of your business and in accordance with information communicated to us by your staff.
This critical examination is concluded by an interview with you to confirm all the significant items we have identified.
WHAT IS NOT ENVISAGED IN THE EXECUTION OF THIS ASSIGNMENT
The assignment comprising the presentation of the results is not an audit. Therefore, in the course of our assignment we do not undertake a study and an evaluation of the system of internal check and control. We do not do any sampling to test the accounting records and the information supplied by you, as we would do if we were to undertake an audit, in order to obtain information which is reliable by means of the habitual procedures of inspection, observation, confirmation provided and so on.
The work which we undertake to do does not include or any audit of the materiality of the operations or the audit of physical inventories of assets of your business at the end of the financial year ( stocks, fixed assets, liquid assets, notably the petty cash float ).
This type of assignment does not target the prevention or the detection of frauds, errors, embezzlement or illegal operations. We insist on emphasizing that the prevention and detection of frauds, errors or embezzlement remains the duty and responsibility of Management. However, we will inform you if we discover any item of this nature.
WHAT IS POSSIBLE
It is understood that the assignment, at your request, can be extended to additional domains in terms of accounting, as well as assistance in the areas of tax, personnel management, computing, economic affairs, finance or management.
HOW WE CONDUCT THE ASSIGNMENT
The real nature of the assignment and the way it is conducted mean, normally, that we provide a report which is part of the accounting package and is transmitted to you at the same time as the accounting package.
Our assignment commences with your agreement to the terms of this letter; it covers the accounts for the financial year starting…….
The assignment defined above is entrusted to us for a normal period necessary to prepare your annual accounts. It normally ends with the communication of the annual accounts. It is renewed each year on a tacit basis, unless previously notice has been given by registered letter ( with proof of delivery ? ).
The assignment can be terminated without notice if either party does not respect their obligations during the financial year. In this case the fees due for the work undertaken is due for immediate payment.
The assignment can also be terminated on the basis of three months notice communicated by registered letter with proof of delivery. In this case, the fees due for work executed are due for immediate payment, with a surcharge equal to 25 % of the fees agreed for the financial current financial year. This indemnity is destined to compensate the cost of work undertaken by the practices within the framework of the annual assignment.
OUR OBLIGATIONS
We will execute the assignment you have given to us in respecting professional dispositions included in the Deontological Code and general standards defined by the Conseil Superieur de l’Ordre des Experts – Comptables ( The National Council of Certified Public Accountants ). This means that we contract on the basis of the provision of resources and means to realise our obligations.
At the end of the assignment, we undertake to return all documents made available to us.
We are bound to respect confidentiality and secrecy as set out in the article 226 – 13 of the Criminal Code.
We have complete liberty to select the members of the team to participate in the assignment with us. The name of the senior member of the team, responsible for the assignment will be communicated to you.
The documents we prepare will be addressed to you, to the exclusion of any direct transmission to any third party. But it is understood expressly that you authorise us to transmit to the fiscal authorities the returns that have previously been signed, or teletransmit the returns for which you have previously given us authority.
In all cases the practice takes responsibility for its work.
LIABILITY
In accordance with article 12 of the official rules governing the profession (“Ordonnance”), dated 19 September 1945, we take responsibility for any liability arising from our assignment due to what we have done. Our liability under Civil Law covered by an insurance contract which we are obliged to subscribe, and which covers the legal minimum.
Any demand for damages must be notified within the three months following the date when you were aware you had cause to claim damages, and in any case, before you exhausted all the means of settling disputes with departments of the government.
Any demand for damages can only be raised during a period of five years.
We cannot be held responsible for the consequences which have a negative impact on your business as a result of the faults committed by third parties intervening in your business, nor in the delays in realisation when they result from the late communication of documents by your services. At the same time the practice cannot be held responsible for the consequences of faults committed by you, your associates, or your staff, and which have not been identified in the course of checks undertaken. It will not evaluate, except for specific contrary written agreements, the solvability of debtors, nor the reality of rights and obligations of the business in respect of their parties in relation to legal prescription or rules applicable to them.
YOUR OBLIGATIONS
You will refrain from any act or action which could undermine our independence or
that of the members of our team. In particular, this applies to potential offers to members of our team to operate on their own account, or to make an offer of employment in your business.
We draw your attention to the fact that in accordance with article L.123- 14 of the Commercial Code, “ annual accounts must be provide a true and fair view of the activities of the business and provide a true and fair view of the assets and liabilities, of the financial situation and the net profit of the business”. Consequently you remain liable in respect of third parties for the completeness, the reliability and exactness of the accounting and financial information leading to the preparation of the accounts.
This implies, notably, the respect of the accounting rules applicable in France, as well as the accounting framework applicable to your sector of activity.
You undertake to put atour disposal, within the delays previously agreed, all the documents and information necessary to allow us to realise the assignment and notably the summary prepared at the end of the annual physical inventory of stocks work in progress, valued, and bring to our attention the important or exceptional items relative to the financial year. You will also bring to our attention the undertakings given by the business which could have an impact on the profit or loss, as well as the situation of the business in terms of assets and liabilities; you will provide the relevant explanations behind the decisions concerning depreciation and the creation of provisions.
In accordance with current legislation, you must take the necessary steps to retain the underlying accounting documents and in general terms the whole of the accounts for a minimum period of ten years.
If the exploitation of information is computerised, and taken care of by your computing system, it is your responsibility to ensure that there are safeguards which are applied to guarantee it’s preservation, it’s inviolability and access to it at a subsequent date. It is your responsibility to take all steps necessary to ensure that your computer system is adequately protected.
You are entirely responsiblefor the correct application of the legislation and other rules currently in force: we cannot be considered as substituting ourselves in respect of your obligations as an employer because of our assignment. As a result, we cannot be liable in any case on the assumption that the prejudice suffered by your business client is a result of:
- there is erroneous information or a fault or negligence imputable to you and your employees,
- a delay or the impossibility of your services to supply us with the necessary information,
- faults committed by third parties intervening inside you business.
If our name is to be associated with the annual accounts, you will annexe our report to the copies of these accounts communicated to third parties.
FEES AND INVOICING
Our fees, exclusive of all other remuneration, will be calculated as function of the time passed, plus expenses and miscellaneous out – of – pocket expenses.
Exceptionally, it is agreed that our assignment will be realised for a fixed price, covering the work to be done for a year, amounting to € ….net of tax, including out – of – pocket expenses and costs associated with operations on our computer system. In addition our fees amounting to €….net of tax covering the work proposed in the annex covers the legal aspects of the assignment. All our fees will be revised on an annual basis with in accordance with the variation registered in the production price of industrial products and services to business.
Our fees are payable on receipt of the invoice: a final invoice covering all the work
performed will be rendered once all the year end work is completed.
Any dispute relative to an invoice must be communicated on receipt of the invoice, and must be accompanied by the grounds for dispute. The said dispute cannot be used as an excuse for not paying for other services where there is no dispute, including those in the same invoice.
Any late payment may lead to a penalty equal to 1.5 % of the legal interest rate, in accordance with the terms of the Law of 31December 1992.
If fees are not paid, we have the same right of retention as that which is available to anyone in the legal framework in France.
Any non – payment of an invoice at the end of a period of 30 days, starting with the date of the invoice, can lead to the suspension of our work for you, without us being liable for any of the consequences prejudicial to your business.
During the period while the assignment is suspended, the date limit for the presentation of the results of our work are is prolonged for a period equal to the suspension, even though the practice has at it’s disposal all necessary information to continue to work on the assignment. During the period of suspension, the obligations of the business remain applicable.
DISPUTES
The disputes which may eventually arise between us could be taken in the first place for judgement in front of the President of the Regional Council of the Experts Comptables, before being taken to a legal tribunal. This is to attempt to settle the dispute by way of conciliation.
ACCEPTANCE
We would be grateful if you would return:
- a copy of the present letter: please initial each page, and sign on the final page.
- the authorisation to debit your bank account with amounts of our fees, accompanied by a copy of the document with your bank account details, known as “relevé d’identité bancaire (RIB) “
Thank you for your expression of confidence in the practice.
Kind Regards
Yours faithfully ( pour les clients britanniques et des pays de cette tradition )
Yours truly ( pour les Américains et les ressortissants de pays de culture américaine, tel le Japon )
At………le ../../…. M.
Client SignatureExpert-Comptable DPLE
ANNEXE
TABLE SETTING OUT THE RECIPROCAL OBLIGATIONS OF EACH PARTY
CLIENT: ………………………………………….
Descriptionof work to be done / Member of the Ordre / Client1.ACCOUNTING WORK
Bank Journal
Petty cash Journals
General Journals
Checking Vouchers
Preparation of bank reconciliations
Checking bank reconciliations
Preparation and presentation of comparative accounts at the end of the financial year
Preparation of cash flow statements
Keeping Legal Registers up – to - date
Register of fixed assets and depreciation
2.OTHER OPERATIONS
Tax work
Annual tax return
VAT Returns
Documents acceptable for the « centre de gestion agréé» (CGA/AGA)
Teletransmission DAS 2 annual return
Support in the case of a tax audit
Work in respect of obligations involving personnel management ( “législation sociale “ )
Declaration of the hiring of a member of staff prior to starting work – “ Déclaration d’embauche préalable (DEB) “
Pay slips
Single register of employees
Returns in favour of organisms authorised to collect funds for the payment of benefits under the dispositions of the Social Security Legislation
Returns in favour of organisms authorised to collect funds for the payment of benefits under the dispositions of the Social Security Legislation ( non salaried persons )
Support in the case of audits undertaken by the above organisms authorised to collect funds in accordance with Social Security Legislation*
Description of work to be done / Member of the Ordre / Client
Work involved in respecting other legal obligations (company)
Assistance in the preparation of the convocation of shareholders to the Annual General Meeting
Annual formalities relative to publicity
Keeping obligatory registers up to date
Additional work
Maintenance of archives and maintenance of records using certain specific techniques
…………………………………………….
…………………………………………….
…………………………………………….
At ……………………………… Date ……………………………………..
L’expert-comptableThe Client