CNCC refreshes prospectus auditor templates for Listing Act rulebook

Statutory auditors handling prospectus engagements work from new models. The Compagnie nationale des commissaires aux comptes published its October 2026Cncc Phase 4 prospectus communiquéCncc, which replaces the Phase 3 communiqué of 7 March 2025Cncc and updates the engagement letters, completion letters, affirmation letters and reports used for offers to the public and admissions of securities to trading on a regulated marketCncc.

The most visible change concerns the accounts file. Registration documents and equity prospectuses now include or incorporate by reference the financial statements for the last two financial yearsCncc instead of the last threeCncc. The single audit report covering several years, prepared specifically for the needs of the offer or admission, therefore covers two or three years of accountsCncc, with the financial years concerned left to be filled in. Issuers with a shorter track record supply whatever shorter period they have been in operation.

A second change removes work. The statement on the level of capitalisation and indebtedness disappears from every prospectusCncc, and with it the auditor's diligence on that statementCncc. The diligence section of the NI XVII on prospectus interventions otherwise remains applicable. Where an issuer still volunteers capitalisation and indebtedness figures in its prospectus, the engagement letter is adapted so the net working capital checks extend to that information.

The templates also track the new prospectus typology. The growth prospectus gives way to the Prospectus d'émission de croissance de l'Union for equity securitiesCncc, and a new Prospectus d'émission subséquente de l'Union appears alongside itCncc. Completion letters and affirmation letters exist for each: single-document prospectuses, multi-part prospectuses combining a summary, registration document or universal registration document with a securities note, supplements and amendments, as well as the universal registration document filed within four months of year-end and serving as annual financial report. The models adapt when admission is sought on Euronext Growth rather than a regulated market.

Profit forecasts and estimates get a dedicated regime. The former obligation to include an auditor's report on a forecast or estimate, inherited from Regulation (EC) No 809/2004, has been removedCncc, so no report is due as of rightCncc. When an issuer that publishes a forecast or estimate in a prospectus or universal registration document asks its auditor for a report, the auditor decides case by case whether the engagement is compatible with its duties and whether to accept it. The communiqué supplies French and English report models for both forecasts and estimates, alongside the audit report, the limited review of interim consolidated accounts and the pro forma information report.

Two exchange-offer documents keep their own letters: the completion letter on the statement of legal, financial and accounting characteristics filed with the Autorité des marchés financiers by the initiator, and the completion letter the statutory auditor draws up on the translation of the financial statements under article 231-28 of the AMF General Regulation. The completion letter on the registration document is drawn up as close as possible to the filing with, or expected approval by, the AMF under article 212-15 of the AMF General Regulation, is not included in the filed document, and may not be used in any other context. Templates tied to the former Document E for mergers, demergers and partial asset contributions no longer apply, since the exemption document under Delegated Regulation (EU) 2021/528 replaced that document.

Legal basis: règlement (UE) 2017/1129, règlement délégué (UE) 2019/980 as amended by règlements délégués (UE) 2026/773 of 4 March 2026 and (UE) 2026/1061 of 7 May 2026, règlement délégué (UE) 2021/528, and articles 212-15 and 231-28 of the règlement général de l'AMF.