AMF : Registration documents

Benefits of the registration document

The registration document provides information and acts as a communication tool by supplying financial analysts, institutional investors and individual shareholders with the information that they need to make informed judgements about the company’s business, financial position, earnings and prospects. It contains complete legal, business, financial and accounting information, which combine to provide an exhaustive description of the company for a given financial period.

A document that is becoming the standard
More than one-half of the French companies listed on Euronext Paris prepare registration documents. And now companies listed on Alternext Paris may also publish one.

The registration document also facilitates corporate financing because it may be included in the prospectus, meaning that the issuer has only to prepare a securities note and, where applicable, a summary. This speeds up the process of preparing the prospectus, and the time needed to obtain approval is shortened to five days.

Content of the registration document

The content requirements for the registration document are set by AMF Instruction DOC-2005-11 of 13 December 2005, which draws on:

• European Regulation 809/2004 of 24 April 2004, known as the Prospectus Regulation, supplemented by AMF positions and recommendations;
• the AMF General Regulation (particularly Articles 212-13, 222-2 and 222-9);
• supplemented by recommendations issued by the European Securities and Markets Authority (ESMA) and included by the AMF in Article 212-7 of its General Regulation.

The AMF has published two guides to preparing registration documents:

1. a guide dated 10 December 2009, which provides a summary of the legislation applicable to the preparation of registration documents, including ESMA recommendations, positions and recommendations of the AMF relating to a certain number of issues along with a set of Q&A.  
2. a guide dated 9 January 2008 which was specifically designed to help small and mid caps (companies in Euronext Compartments B and C) prepare registration documents.

 The registration document must be filed with the AMF, for the attention of the AMF’s Corporate Finance Division.

Two types of situation may arise:

1. If the company has not yet prepared three consecutive registration documents, the AMF reviews the draft document and may ask for changes or conduct additional checks before the document is recorded and published.
2. If the issuer has already prepared three consecutive registration documents, the document is subject to ex-post checks by the AMF.

Once the filed document is received, the AMF sends a letter to notify the issuer of this.

The procedures for filing registration documents are set down in Article 6 of AMF Instruction DOC-2005-11 of 13 December 2005.

Updating the registration document
A company that has filed or recorded a registration document may update it with new information on published accounting items and material changes affecting its organisation, business, risks, financial position and earnings. The update is filed in the same way as the registration document.

The AMF informs the issuer if it discovers a material omission or inaccuracy in the registration document during its ex post checks. An omission or inaccuracy is considered to be material if it could manifestly distort an investor's assessment of the organisation, business, risks, financial position or earnings of the issuer. If necessary, the company will file with the AMF corrections to the registration document, which are made available to the public. Other observations by the AMF are brought to the attention of the issuer, which will take them into account in the next year’s registration document.

Dissemination procedures

On the day after it is recorded or filed, and provided it is subject to ex post checks, the registration document is made publicly available free of charge by the company. While posting the registration document on its website allows the company to satisfy this requirement, it must nevertheless supply a printed version of the document free of charge to anyone who requests one. An electronic version is also posted on the AMF website.

The registration document includes regulated information, such as the annual financial report or the report on corporate governance. It is therefore subject to the dissemination arrangements specific to regulated information. Accordingly, a press release must indicate that the registration document is available and describe the regulated information that it contains (a sample press release is given in Annex of the guide to disseminating regulated information and filing it with the AMF).

Special arrangements for small and mid caps

Following work by an AMF working group on adjustments to financial regulations for small and mid caps and companies listed on Euronext Paris with a market capitalisation of €1 billion or less, a guide was published to help small and mid caps prepare their registration documents. The guide adjusts the level of disclosure required from small and mid caps in their registration documents.

Since the release of that report, the Prospectus Regulation has also reduced the content requirements for the registration documents of companies with capitalisation of less than €100 million.