Controlled GIE counts toward consolidation thresholds, CNCC says

The CNCC's Commission des études comptables has answered a new October 2026 question (EC 2026-08) on consolidated accountsCncc: a group whose members all belong to a groupement d'intérêt économique (GIE) must count the GIE's aggregates — including its headcount — toward the thresholds that trigger the duty to prepare and publish consolidated accounts, where the parent controls the GIECncc, and must then fully consolidate itCncc.

The case concerns group A, whose entities are all members of a GIE with no profit motive and no capital, whose results flow through to members so its own accounting result is nil, whose decisions require unanimity, and which employs staff whose costs are reallocated to members. The parent, SAS A, holds majority voting rights in members B, C and D, giving exclusive control absent contrary agreement. In member F, where SAS A holds 44% of votes, a shareholders' pact names SAS A "Investisseur principal" and president, gives the president exclusive power to approve or amend the annual budget and business plans plus broad powers to commit F in investments, financing and contracts, and requires a 60% majority to revoke the president — so SAS A cannot be removed without its consent.

The Commission first recalls that under article L. 233-16 of the code de commerce every commercial company that exclusively or jointly controls one or more undertakings must prepare and publish consolidated accountsLegifrance, subject to the exemptions in article L. 233-17. The small-group exemption applies where the parent plus its controlled undertakings stays for two consecutive years below two of the three article D. 230-2 thresholds; for medium and large groups those thresholds are €30m balance sheet, €60m net turnover and 250 average employees, assessed on the last approved annual accounts. Citing its standing doctrine (EJ 2013-06 and EC 2013-46), the Commission stresses that "entreprise" in articles L. 233-16 and L. 233-17 has a general scope covering any legal formCncc, so a controlled GIE's aggregates count — balance sheet, turnover and average headcount alikeCncc.

On control, the Commission finds unanimity inside the GIE does not prevent indirect exclusive controlCncc: SAS A exclusively controls every memberCncc, including F through dominant influence under the pactCncc within article L. 233-16 and article 211-3 of règlement ANC n° 2020-01 — hence indirectly the GIE itselfCncc. Its aggregates, headcount included, therefore enter the threshold calculationCncc, taken gross with no intragroup eliminationsCncc (by reference to EC 2024-11).

If SAS A must consolidate, the exclusively controlled GIE is consolidated by full integration (intégration globale) under article 221-1 of règlement ANC n° 2020-01Cncc. The absence of capital at GIE level does not prevent thisCncc: full integration then has no effect on consolidated profit nor on the split between group and minority interests, since the GIE's result is transferred in full to its members. Transactions between the GIE and its members, all exclusively controlled by SAS A, are eliminated under articles 251-1 and 251-2Cncc.

Legal basis: code de commerce articles L. 233-16, L. 233-17, L. 230-2 and D. 230-2; règlement ANC n° 2020-01 articles 211-1, 211-3, 221-1, 251-1 and 251-2; CNCC opinions EC 2026-08, EJ 2013-06/EC 2013-46 and EC 2024-11.