Foreign shareholders do not have to fly to France every year to approve the annual accounts of a French company. The practical question is not simply whether a meeting can take place by video. It is whether the company can prove, months later, that the right shareholder received the right documents, took part in a valid decision, signed or authorised the minutes, and enabled the company to file the approved accounts with the French registry on time. That proof matters when a bank asks for a current Kbis, when an investor enters the capital, during a tax audit, or when a shareholder challenges a corporate decision.
This article concerns a French company, such as a société par actions simplifiée (SAS, a simplified joint-stock company) or a société à responsabilité limitée (SARL, a private limited liability company), whose shareholders live abroad or include an overseas corporate shareholder. It does not address an individual moving to France or a property purchase. The process combines the company’s articles of association, French company law, the mandate rules, electronic-signature evidence and the filing route through the one-stop business portal operated by INPI, the National Institute of Industrial Property. The safest approach is to build an auditable decision file before the vote, select a method authorised by the articles, and work backwards from the six-month and one-month/two-month deadlines.
For the wider corporate set-up context, see the firm’s French company formation and corporate structuring service. This article focuses on the recurring annual-accounts decision that follows incorporation and concerns a foreign shareholder who needs a reliable process from outside France.
I. Can foreign shareholders approve French company annual accounts from abroad?
A. What must a foreign shareholder receive before the vote?
The first step is to identify the exact corporate action. Annual accounts approval is not the same thing as signing a tax return, approving a dividend payment, renewing a director, changing the registered office or filing a beneficial-owner declaration. The annual accounts normally include the balance sheet, income statement and notes. Depending on the company and its size, the package may also contain the management report, the proposed allocation of profit, the auditor’s report and resolutions on regulated agreements. A foreign shareholder should receive one coherent pack, not a chain of disconnected emails.
For a SARL, Article L223-26 of the French Commercial Code places the annual accounts, inventory and management report before the shareholders for approval within six months after the end of the financial year, unless a court extends the period. The statutory wording refers to approval “dans le délai de six mois à compter de la clôture de l’exercice”. The rule is available on Légifrance, Article L223-26 of the Commercial Code. A foreign founder who owns a French SARL through a company should therefore calculate two dates: the date on which the French financial year closes and the last date for the annual decision.
A SAS works differently because the articles of association determine the forms and conditions of collective decisions. Article L227-9 of the Commercial Code provides that the articles determine which decisions must be taken collectively and the conditions in which they are taken. The current rule is available in the Légifrance section on SAS collective decisions. That flexibility is useful for a foreign shareholder, but it is not a licence to improvise. The articles may require a physical meeting, a video meeting, a written consultation, a qualified majority, a particular notice period, or a specific signature process.
The file should state the legal name, legal form, registered office, SIREN number and financial year concerned. SIREN is the nine-digit French business identification number. The Kbis is the official extract showing the company’s registration information; the RCS is the Commercial and Companies Register, now connected with the National Business Register (RNE). Explain these terms to the overseas decision-maker so that an approval is not accidentally signed for the wrong entity or accounting period.
Next, check the shareholder register and the articles. Article 1844 of the Civil Code starts from a fundamental rule: “Tout associé a le droit de participer aux décisions collectives.” The complete provision appears on Légifrance, Civil Code Article 1844. In practical terms, the company must identify every person or entity entitled to vote on the relevant date. A parent company, investment vehicle or family holding company is not represented automatically by the individual who happens to send the email. The company must establish who has authority to act for that shareholder.
For an individual shareholder, the identification file may include a copy of the passport, the shareholder’s address and a signed voting instruction or proxy. For a corporate shareholder, ask for the current registry extract from its home jurisdiction, its constitutional documents if authority is not clear from the extract, the board or shareholder resolution authorising the vote, and proof that the signatory can bind the entity. The French company should keep the original electronic files and a clean French or bilingual working translation where the documents are not in French. An apostille, legalisation or certified translation can become necessary when a registry, bank, court or counterparty must rely on the document; the requirement depends on the document, country and recipient, so it should be checked rather than assumed.
The information pack should also make the proposed resolutions intelligible to a non-French reader. A resolution to approve the accounts is different from a resolution to allocate the result. “Retained earnings” means bénéfice mis en réserve or report à nouveau depending on the resolution. “Distribution” means a dividend, but a dividend cannot be inferred merely because the company made a profit. If the company proposes a dividend, include the amount, the beneficiary, the payment timetable, the withholding-tax analysis and the evidence needed to claim treaty relief. If there is a loss, explain the proposed treatment and any statutory effect on shareholders’ equity.
Send the pack in time for the notice period in the articles and preserve evidence of delivery. A foreign shareholder should be able to show the email, secure data-room log, courier receipt or platform record, the version of the accounts that was available, and the date on which the notice was sent. A later PDF with a new date does not repair an unclear process. Keep a version number and a hash or platform audit trail for the financial statements, management report and resolutions. This is especially important when the company uses English for management but must file French corporate documents.
For a small company, a useful pre-meeting schedule is: financial statements finalised; statutory auditor’s report obtained if a commissaire aux comptes (CAC, statutory auditor) is appointed; management report prepared; shareholder pack delivered; proxy deadline stated; meeting or written consultation held; minutes signed; result allocation implemented; accounts filed. The schedule should name the person responsible for each action. A foreign shareholder should not be asked to approve “the accounts” while the final figures are still being changed by the accountant.
B. Can the shareholder attend remotely or appoint a proxy?
There are three common routes: remote participation, a proxy granted to another person, or a written consultation where the articles permit it. The preferred route depends on the company’s legal form and articles, not on the shareholder’s nationality. Remote participation can be efficient across London, New York, Dubai or Singapore time zones, but it creates an evidence obligation: the company must show who connected, what was discussed, which resolution was put to a vote and whether the connection remained reliable.
For a SARL, the remote-meeting framework includes Article R223-20-1 of the Commercial Code. It requires a system that transmits the participants’ voices and permits continuous and simultaneous retransmission of deliberations, with identification safeguards for electronic voting. See Légifrance, Article R223-20-1. The articles and the current statutory rules must be checked for the particular decision. If the articles do not clearly support a video meeting or if the platform cannot prove identity and continuity, a properly drafted proxy or written method may be safer.
The minutes are not a recording transcript. Article R223-24 lists the information that should appear in SARL minutes: the date and place, the chair, the shareholders present or represented, the documents submitted, the deliberations, the resolutions and the votes, together with a note on a technical incident if one affected the meeting. The official text is on Légifrance, Article R223-24. A remote meeting file should therefore preserve the invitation, attendance list, platform report, voting record and signed minutes. The file should not rely on a vague statement that “all shareholders agreed by email”.
A proxy is often the cleanest route when time zones make a live meeting difficult. Article 1984 of the Civil Code defines the mandate as the act by which one person gives another the power to act in the mandant’s name. The official wording begins: “Le mandat ou procuration est un acte par lequel une personne donne à une autre le pouvoir”. Read the full provision on Légifrance, Civil Code Article 1984. Article 1988 adds that a general mandate covers administration, while acts involving property require express authority; see Légifrance, Civil Code Article 1988.
For annual accounts, use a special proxy rather than a vague standing authorisation. It should name the French company, the financial year, the date or decision window, the person receiving the power, the resolutions that may be approved, the power to vote for or against amendments, and the power to sign the minutes. If the proxy holder may approve the allocation of profit, state that expressly. If the shareholder wants to prohibit a dividend or limit the proxy to approval of the accounts, write that limitation into the document.
When the shareholder is a foreign company, there are two authority layers. The foreign company must authorise its representative, and that representative must authorise the French proxy holder. The corporate resolution should identify the signatory, the delegated person, the French company and the exact decisions. Keep an extract proving that the foreign signatory has authority on the date of signature. If the corporate shareholder has two-signature rules, the French company should not accept a document signed by one director merely because that person is the chief executive.
Electronic signatures can make the process workable from abroad. Article 1366 of the Civil Code gives electronic writing the same evidentiary force as paper if the person can be identified and the document is created and retained in conditions that preserve its integrity. The text states: “L’écrit électronique a la même force probante que l’écrit sur support papier”. See Légifrance, Civil Code Article 1366. Article 1367 addresses the electronic signature and the reliable identification of the signatory; see Légifrance, Civil Code Article 1367.
Do not confuse a scanned signature with a reliable electronic-signature process. A scan may be useful evidence, but the company should keep the signed PDF, certificate information, timestamp, authentication log, email address, identity-verification record and final document hash. A qualified or advanced signature is not needed for every internal corporate document, yet the more important the decision and the more international the shareholder chain, the more valuable an auditable platform becomes. The company should verify that its accountant, bank and filing agent will accept the chosen format.
Remote approval also raises a language question. French company law does not turn every internal meeting into a French-language hearing, and shareholders may agree to work in English. However, the minutes, registry filing, tax file and future litigation record should be intelligible to French authorities and courts. A bilingual resolution or a faithful French version signed or certified according to the chosen process reduces uncertainty. Do not silently translate figures, dates or legal terms after the vote. Attach the approved English version and the French filing version, with a statement explaining that they correspond.
The leading practical test is simple: could an independent person reconstruct the decision six months later? If the answer is no, the company should not rely on the process. Foreign shareholders often have strong commercial reasons for delegating the vote, but the corporate record must show a valid chain from notice to authority, participation, vote and signature.
II. How do you sign the minutes and meet French filing deadlines?
A. What differs between a SARL, a SAS and a single-shareholder company?
The legal form changes the timetable and the decision mechanics. In a SARL, the six-month approval period is a direct statutory anchor. In a SAS, the articles are the first document to read because they can create a tailored consultation process. In a société par actions simplifiée unipersonnelle (SASU, a one-shareholder SAS) or an entreprise unipersonnelle à responsabilité limitée (EURL, a one-shareholder SARL), the sole shareholder records a unilateral decision rather than organising a debate among several shareholders, but the accounts still need to be approved and filed through the appropriate process.
For a SARL, the manager prepares the accounts and submits them to the shareholders. Article L223-26 also supplies the statutory framework for the annual approval. If the manager is late, the company should not backdate the meeting or minutes. It should document the cause, determine whether a court extension is available, hold the decision as soon as possible, and file the accounts with an explanation where the filing channel permits it. A manager who has not submitted the required documents can face the criminal fine in Article L241-5 of the Commercial Code. The official provision is available on Légifrance, Article L241-5.
For a SAS, inspect the articles for at least seven points: the person who calls the decision, the notice period, the documents delivered, the permitted method of consultation, quorum if any, majority, representation and the people who sign the minutes. A SAS may be well suited to foreign investors because the articles can authorise a written consultation or electronic meeting. That flexibility is a drafting advantage only if the articles are precise. If the articles say that annual accounts are approved by the shareholders but say nothing about remote voting, the company should obtain tailored advice before using a platform that changes the decision method.
The Supreme Court’s recent ruling on a SAS is useful for separating different failures. In a decision dated 7 January 2026, docket no. 24-83.864, the Criminal Chamber held that the offence of failing to establish annual accounts cannot be inferred merely from failure to approve the accounts within six months. The official English presentation is available from the Cour de cassation, and the official French decision is on Légifrance, docket no. 24-83.864. The short passage reported in the decision is: “ne peut se déduire du non-respect de l’obligation d’approbation des comptes dans les six mois”. That distinction does not make delay harmless. It tells the director to identify the exact failure: accounts not prepared, accounts not approved, or accounts not filed.
After approval, the filing deadline is separate from the approval deadline. For a SARL, Article L232-22 requires filing with the registry within one month after approval, or within two months when the filing is made electronically. See Légifrance, Article L232-22. For companies covered by Article L232-23, including joint-stock companies such as a SAS, the corresponding rule is available at Légifrance, Article L232-23. The electronic period is not a reason to wait: the filing must still be prepared, paid and accepted before the two-month point.
The filing goes through the formalities route connected to the greffe, meaning the court registry responsible for corporate filings, and the RNE. The INPI one-stop portal transmits the formalities, but it does not replace the company’s responsibility for the content. The filed set commonly includes the approved balance sheet, income statement and notes, the allocation decision, and any documents required by the company’s size or auditor status. Some companies may request confidentiality for eligible documents; that is a separate choice and does not erase the obligation to file.
Once accepted, the filing may be reflected in public registry information and the BODACC, the Bulletin officiel des annonces civiles et commerciales. Banks and commercial partners often ask for a current Kbis and may compare the latest filed accounts with the group’s representations. A late or rejected filing can therefore delay financing, a share transfer, a French VAT registration or a tender. The company should save the submission receipt, payment receipt, registry message, accepted documents and updated extract. If the filing agent receives a rejection, the response should identify the missing item and the resubmission deadline rather than merely forwarding the rejection email.
For a single-shareholder company, the decision record is shorter but not informal. The sole shareholder signs or electronically executes the decision, and the company keeps the accounts, proposed allocation, decision and filing evidence. If the sole shareholder is a foreign corporate parent, its internal authorisation should still be documented. The French director cannot assume that a group email from a parent-company employee constitutes a valid shareholder decision.
There is also a tax distinction. Approval of accounts and allocation of profit are corporate decisions. Payment of a dividend can trigger French withholding tax, treaty documentation and a payment record. Corporate income tax (impôt sur les sociétés, or IS) is dealt with through the tax return and payment calendar, not by the annual accounts minutes alone. A foreign shareholder should ask the accountant to reconcile the approved allocation, the tax computation, the withholding analysis and the bank payment instruction.
B. What should you do if the approval or filing is late, refused or challenged?
Late approval is a governance problem that should be regularised openly. First, freeze the document set and establish the real dates: year-end, accounts completion, notice, shareholder receipt, meeting or consultation, signature and filing. Second, identify whether the articles’ notice and voting rules were followed. Third, determine whether a court extension, a new vote or a corrective filing is appropriate. Fourth, record the corrective action without pretending that it occurred earlier. A backdated minute creates a more serious evidentiary risk than a transparent late approval.
Where a SARL has not submitted the accounts for approval, Article L223-26 allows the matter to be placed before the court for an extension of the six-month period. The manager should ask the accountant to quantify the outstanding work and prepare a realistic timetable. A foreign shareholder who is waiting for a board resolution from a parent company should be told early; an unexplained last-week request for a proxy is a preventable failure.
The Supreme Court has also clarified that the legal consequences of non-filing and late filing must not be conflated. In the Criminal Chamber’s decision of 12 February 2025, docket no. 23-86.857, the official decision records a partial cassation and addresses the offence connected with failure to submit the accounts. Read the decision on Légifrance, docket no. 23-86.857. The practical lesson is to establish what was actually omitted and what was eventually filed, then obtain advice on the applicable criminal and civil exposure.
For a SARL, Article L241-5 is a direct warning to managers: failure to submit the inventory, annual accounts and management report for approval can carry a fine of 9,000 euros and, in the provision, imprisonment. The amount is not a business expense to be budgeted. A director should retain evidence of the call, the documents and the submission, especially where an overseas shareholder repeatedly fails to sign.
If the filing is refused by the greffe or INPI route, do not create a new company or a second slug in an attempt to bypass the problem. Read the rejection line by line. Typical causes include an unsigned or inconsistent document, an incorrect accounting period, a missing allocation decision, a wrong legal form, a mismatch in the company name, an unaccepted confidentiality request or a technical failure in the portal. Correct the source document, preserve the original rejection and resubmit through the required channel. The Kbis should be checked after acceptance.
A shareholder challenge raises a different issue. The company should confirm that all shareholders received notice and were able to participate. In its decision of 8 February 2005, docket no. 03-19.167, the Commercial Chamber stated that “si tout associé peut se prévaloir de l’absence de convocation d’un associé à l’assemblée générale”. The official decision is on Légifrance, docket no. 03-19.167. The decision also recognises an important factual limit where all shareholders were present or represented. The point for a foreign-owned company is practical: maintain proof of notice, participation or representation instead of relying on the fact that the outcome seemed obvious.
Representation in a SAS may also depend on the articles. The Commercial Chamber’s decision of 5 July 2017, docket no. 15-22.936, is available on Légifrance, docket no. 15-22.936. It illustrates why a company should read its own articles before assuming that a shareholder can be represented in any convenient manner. A proxy that is valid for one company may be defective for another because the articles impose a named representative, written form, a deadline or a signature condition.
The following cross-border checklist is designed for a foreign founder, family office or parent company:
- Confirm the French legal form, SIREN, Kbis, registered office, financial year and shareholder register.
- Read the current articles for notice, quorum, majority, remote participation, written consultation, proxy and signature rules.
- Prepare the final accounts, management report, auditor report if applicable and proposed allocation before sending the notice.
- Identify each individual shareholder or corporate shareholder and obtain current evidence of authority.
- Use a special proxy that names the company, year, resolutions, proxy holder, limits and power to sign.
- For an electronic process, retain authentication, certificate, timestamp, final PDF, audit trail and integrity evidence.
- Record attendance, representation, votes, technical incidents and the final signed minutes.
- Calendar six months after year-end for approval where the rule applies, then one month on paper or two months electronically for filing.
- Save the INPI or greffe submission receipt, acceptance, updated Kbis and any BODACC notice.
- Separate the approval decision from dividend withholding, tax filing, bank payment and any group reporting.
This checklist is not a substitute for reviewing the company’s articles and the shareholder’s home-country authority rules. It is a control framework for the conversation with the French accountant, director, filing agent and counsel. The most common avoidable error is treating a remote shareholder’s signature as the whole process. A valid annual decision is a chain of documents and dates.
Conclusion
Foreign shareholders can approve French company annual accounts from abroad through a remote meeting, a written consultation or a carefully drafted proxy, provided that the company follows its legal form and articles of association. The core safeguards are notice, a complete accounts pack, proof of shareholder authority, a reliable vote or mandate, an auditable electronic signature and minutes that identify the participants and resolutions. For a SARL, plan around the six-month approval rule; for a SAS, read the articles first; for both, plan the one-month paper or two-month electronic filing window after approval. If the process is late or rejected, regularise it transparently and preserve every submission record. That approach gives a foreign founder a defensible corporate file, a cleaner Kbis trail and fewer surprises when a bank, investor, tax authority or court asks how the decision was made.
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