Author MooreAuditSA

Introduction

The Commission des Normes Comptables (CNC) issued a new Q&A CNC 25/036 in December 2025.The document provides guidance on interpreting Article 1711-8(3), point 3° of the Law on Commercial Companies (LSC) for companies operating in the alternative investment sector and outlines the criteria that allow these companies to qualify for an exemption from the requirement to prepare consolidated financial statements. It replaces CNC Opinion 09/002.

Scope

The Q&A applies to parent companies:

  • Whose sole activity is raising funds from professional investors with the aim of providing these investors with investment management services and exclusively to generate returns through capital appreciation from resale of investments.
  • Typically active in private equity, venture capital, and alternative investments (e.g., real estate, infrastructure, private debt, speculative strategies).
  • It excludes companies holding strategic or indefinite investments for commercial/industrial purposes.

Conditions for Exclusion & Exemption

To invoke Article 1711-8(3)(3°) and benefit from exemption under Article 1711-9(2°), all four conditions must be met:

  1. Documented divestment strategy from acquisition date
    Written exit plan with a defined holding period (generally ≤10 years, never >15 years except in exceptional cases).
  2. Exclusion of all subsidiaries held for resale
    Must apply consistently and be based on clear, documented intention to sell.
  3. Disclosure of fair value in notes to financial statements
    If not measured at fair value in the balance sheet, disclose fair value using recognized valuation methods (e.g., IPEV guidelines).
  4. Disclosure of significant events, guarantees, and uncertainties
    Information that could impact going concern, liquidity, or solvency.

Additional Points

  • Cascading structures: Subsidiaries exclusively controlled by such parent companies may also apply the exclusion, subject to shareholder consent thresholds.
  • Effective date: Applies to any financial year where filing deadlines have not expired.
  • Withdrawal: CNC Opinion 09/002 is officially withdrawn.

The official recommendation has been published on the CNC website.