For a founder based outside France, the first accounting year is a strategic choice, not a line to complete mechanically during incorporation. The closing date determines when the first inventory is prepared, when the annual accounts must be approved, when the accounts must be filed with the commercial court registry, and when the first French corporate income tax return is due. A poorly chosen date can therefore create several deadlines at once, especially when the company has no French finance team and the director is coordinating a registered office, a bank, an accountant and the French one-stop formalities portal from another country.
The first financial year may be shorter or longer than twelve months, subject to the statutory limit discussed below. That flexibility does not postpone every obligation until the end of the first long period. The business must still keep accounting records, preserve evidence of transactions and prepare for the approval and filing sequence. This article focuses on a narrow question with practical consequences: how should a foreign founder calculate the first French company year-end and the deadlines that follow it? It complements our broader guide to setting up a business in France as a foreign founder and links the issue to the firm’s international companies legal desk.
I. How to set the first French accounting year when you form a company from abroad
A. Can the first financial year exceed twelve months in France?
Yes. A French company normally has twelve-month accounting years, but the first year is an exception. The official English information published by Service Public states that, in the first year, the period may exceptionally be shorter or longer than twelve months, up to twenty-four months. The same official page explains that the company chooses its closing date and must then carry out its annual accounting work by reference to that date. The Service Public guidance on the closing date of an accounting year is useful for the administrative explanation, while the legal framework begins with Article L123-12 of the French Commercial Code.
Article L123-12 applies to every natural or legal person carrying on a commercial activity. It requires accounting records and an inventory “au moins une fois tous les douze mois” — at least once every twelve months — and refers to accounts prepared “à la clôture de l’exercice”, at the close of the accounting year. A long first year is therefore not a period during which the company can ignore bookkeeping. It is one accounting year with a permitted first-year duration, followed by ordinary annual cycles.
The closing date should be selected before the incorporation documents and the formalities file are finalised. The registration declaration includes the company’s financial-year closing date under Article R123-53 of the French Commercial Code. In practical terms, the date appears in the company’s constitutional documents or registration information and should match the accounting engagement letter, the tax calendar and the director’s internal compliance calendar. A Kbis is the official extract showing that a company is registered with the Trade and Companies Register (RCS, Registre du commerce et des sociétés). It is not a substitute for checking the actual closing date. The date is not automatically twelve months after the date printed on the Kbis.
For a foreign founder, the choice is often made around the business model. A company expecting a long launch phase may choose a 31 December closing date in the following calendar year, creating a first period that is longer than twelve months but no longer than twenty-four months. A business that starts trading immediately may prefer a shorter first year so that its accounts are aligned quickly with the group’s reporting cycle. A parent company in the United Kingdom, the United States or another country may want a common 31 December year-end, but that decision should be tested against French tax, payroll and cash-flow requirements rather than copied automatically.
Consider a French company registered on 20 August 2026. A first closing date of 31 December 2027 creates a first period of roughly sixteen months. That period may be lawful if the date is properly selected and recorded. The next accounting year begins on 1 January 2028 and should normally close on 31 December 2028. By contrast, a closing date of 31 December 2026 would create a short first year of roughly four months. Neither option is universally better. The choice affects the amount of historical information in the first accounts, the timing of the first tax package, the first approval meeting and the period over which the company must organise supporting documents.
The twenty-four-month ceiling matters. A founder cannot use an indefinitely delayed year-end to avoid accounts approval, tax reporting or filing. A long first year must still fall within the permitted period and must be compatible with the formalities recorded when the company is registered. If a later change to the closing date is contemplated, it should be documented and checked against the rules applying to the company’s legal form. A change made only because the director has missed a deadline does not erase the earlier obligation.
The first year also requires a clear cut-off for transactions. Invoices issued before the closing date, deposits received from customers, expenses paid by the founder, loans from a foreign parent, stock, work in progress and accrued professional fees may need to be allocated to the correct period. This is why the first closing date should be discussed with the French accountant before the bank account opens. The founder should retain incorporation expenses, shareholder funding evidence, service contracts, invoices, proof of payment and foreign-exchange records in a way that allows the accountant to reconstruct the first period.
The INPI is the Institut national de la propriété industrielle, the French National Institute of Industrial Property. Since the modern formalities system moved business filings to the Guichet unique, meaning the one-stop business formalities portal, a foreign founder may coordinate incorporation and later filings remotely, often through a mandated representative. That convenience does not change the legal year-end. The date remains a company-governance and accounting decision, not a technical setting controlled by the portal.
Before choosing the date, ask four questions:
- What is the expected date of the first commercial activity, and will a short first year make the first accounts useful?
- Does the foreign parent require a common reporting date, and can the French accountant meet the resulting workload?
- Will the chosen date concentrate approval, accounts filing and the first corporate income tax return in a period when the director is unavailable?
- Does the company’s registration file and its articles of association state the same closing date?
These questions are especially important when the founder has no French-resident director. The absence of a director in France does not suspend the company’s accounting obligations. It increases the need for a written delegation, a reliable electronic-signature process, an accountant with access to the company records and a calendar that identifies the person responsible for approval, payment and filing at each stage.
B. Why the legal form changes the accounts-approval deadline
The first closing date is only the first input. The second input is the legal form. A SAS is a société par actions simplifiée, a simplified joint-stock company. A SASU is a single-member SAS. A SARL is a société à responsabilité limitée, a private limited liability company. These forms do not all use the same approval mechanism, and the common business-language statement that every French company automatically has six months to approve its accounts is too broad for a multi-member SAS.
For a SARL, Article L223-26 of the French Commercial Code provides that the annual accounts, inventory and management report are submitted for approval within six months of the close of the accounting year. The statutory wording refers to the period “dans le délai de six mois à compter de la clôture de l’exercice”. The president of the commercial court may extend the period on application. A foreign founder using a SARL should therefore place the six-month approval date in the calendar immediately after selecting the first closing date.
A SASU has a specific rule. Under Article L227-9 of the French Commercial Code, the sole shareholder approves the accounts within six months of the close. If the sole shareholder is also the president, signing the inventory and annual accounts and filing them within that period can have the legal effect of approval under the conditions set out in the provision. The founder should nevertheless keep a dated written decision and the complete accounts package. A foreign shareholder acting through a power of attorney should confirm with the accountant how the approval is signed and stored.
A multi-member SAS requires a closer reading of its articles. Article L227-1 of the French Commercial Code applies certain rules governing public limited companies to a SAS but expressly excludes a range of provisions, including the ordinary public-company rule on the six-month approval period. The SAS articles and the rules governing collective decisions must therefore be checked. The approval date may be fixed by the articles, by the applicable decision procedure or by a combination of those documents. The fact that the company is a SAS does not itself create a universal six-month approval date.
The distinction was made particularly clear by the Criminal Chamber of the Cour de cassation in its decision of 7 January 2026, no. 24-83.864. The official decision is available on Légifrance under case number 24-83.864. The court examined the relationship between the SAS rules and the accounts-filing offence. It held, in substance, that the six-month public-company rule does not automatically govern a SAS, except where the company is a SASU or its articles provide for that deadline. It also stated that “le délai d’un mois prévu par l’article L. 232-23 du code de commerce pour les déposer au greffe n’a pas commencé à courir” when the accounts have not yet been approved. That exact point is critical: the filing period that follows approval cannot be calculated by assuming an approval date that the governing documents do not support.
The decision does not give a multi-member SAS a free pass. The company must identify the rule governing its approval decision, convene or record the decision correctly and then file the approved accounts within the statutory filing period. It also means that a foreign founder should not copy a SARL or SASU calendar into a multi-member SAS without reading the articles. A calendar that is wrong at the approval stage can cause a dispute about when the filing period began, whether a late filing occurred and who was responsible for the omission.
The approval event and the filing event should be recorded separately. Approval is the shareholder or collective decision that adopts the accounts and allocates the result. Filing is the transmission of the required documents to the commercial court registry, commonly called the greffe. The greffe is the registry office attached to the competent commercial court. The director may sign the accounts on one day, hold or record approval on another day, and complete electronic filing later. Each date should appear in the company’s compliance file.
A useful legal-form matrix for a foreign founder is:
- SARL: plan for approval within six months of closing, subject to a possible court extension, then calculate the filing period from the approval date.
- SASU: plan for the sole shareholder’s approval within six months, while preserving the signed accounts and decision evidence.
- Multi-member SAS: read the articles and decision rules first; do not assume that the six-month public-company rule applies automatically, then apply the filing period after valid approval.
This is also why a foreign group should not treat the first Kbis as the end of the incorporation project. The Kbis confirms registration. It does not decide whether the company is a SAS, SASU or SARL, does not replace a shareholder decision and does not prove that annual accounts have been filed. The director must connect the corporate form, the articles, the closing date and the approval procedure in a single written schedule.
II. How to calculate the filing, tax and late-compliance deadlines
A. What is the real deadline for approval, filing and corporate tax?
There are at least three separate clocks after a French company’s first closing date: the clock for approving the accounts, the clock for filing the approved accounts with the greffe, and the clock for submitting the corporate income tax return. They are related but not interchangeable. A foreign founder who records only “annual accounts due” in a calendar risks treating a tax deadline as a corporate-law deadline or assuming that a filed tax return counts as approval and filing.
For the commercial filing, the relevant rules depend on the legal form and the approval date. For a SARL, Article L232-22 of the French Commercial Code requires the annual accounts and the result-allocation decision to be filed with the greffe within one month after approval, or within two months when the filing is made electronically. For a SAS, the corresponding rule is in Article L232-23 of the French Commercial Code. The date of actual approval is therefore indispensable. A company cannot safely calculate the filing deadline from the closing date alone unless it has also established the approval date under the rules applicable to its form.
The obligation is now handled through the INPI Guichet unique for electronic filings, although paper filing at the greffe may remain available in the situations described by the administration. The INPI annual accounts filing page identifies the commercial companies concerned, including SAS, SASU, SARL, EURL and SA, and explains that, after validation by the greffe, the information is transmitted to the RNE and published through DATA INPI. The RNE is the Registre national des entreprises, the National Business Register. BODACC is the Bulletin officiel des annonces civiles et commerciales, the Official Bulletin of Civil and Commercial Announcements. These public channels are consequences of a completed filing; they do not replace the company’s own proof of submission.
Take the following example. A SARL is registered on 20 August 2026 and chooses 31 December 2027 as its first closing date. If the accounts are approved on 30 June 2028, the ordinary one-month paper filing deadline falls on 31 July 2028, while the two-month electronic period would normally end on 31 August 2028. The dates should be confirmed against the filing method and the exact statutory calculation, but the sequence is the important point: close, approve, then file. If the shareholders approve earlier, the filing deadline moves earlier. If approval is late, the filing date moves with it, but that does not automatically cure a breach of the approval requirement.
A SASU using the same dates has a six-month approval target under Article L227-9. A multi-member SAS may have a different approval date under its articles. In both cases, the one-month or two-month filing period in Article L232-23 is measured from valid approval. This is the reason the 24-83.864 decision matters to foreign founders: the legal analysis cannot start with a generic six-month formula and stop there.
The corporate income tax clock is separate. French corporate income tax is called impôt sur les sociétés, usually abbreviated IS. Article 223 of the French General Tax Code states that the legal entity files its profit-and-loss declaration within three months of the close of the accounting year, using the statutory wording “dans les trois mois de la clôture de l’exercice”. For a company closing on 31 December, the special deadline is generally the second working day after 1 May of the following year. The official impots.gouv.fr guidance on business taxation explains these dates, the electronic filing process and the administrative additional period commonly associated with online filing.
That tax deadline can arrive before accounts approval has been completed. The tax return is based on the company’s tax accounts and must be coordinated with the accountant; it should not be confused with the shareholder’s approval decision or the accounts deposit at the greffe. A company closing on 30 September 2027 will normally look at a three-month tax period ending around 31 December 2027. Its corporate approval and filing calendar will depend on the legal form and the date on which the accounts are approved. The fact that the tax package has been submitted does not prove that the corporate filing has been completed.
Use a three-line calendar for every first year:
- Closing date: identify the last day of the first accounting period and the cut-off documents required by the accountant.
- Approval date: identify the legal form, the relevant articles and the shareholder or collective decision procedure.
- Filing and tax dates: calculate the accounts filing period from approval, and calculate the IS declaration from closing under Article 223 of the General Tax Code.
The founder should add a fourth line for any payroll, VAT or local-tax filing that arises during the year. VAT means value added tax. Those returns follow their own periods and should not be postponed because the first annual accounts have not yet been approved. The company should also maintain evidence of the electronic submission, payment receipt, uploaded documents, signature, filing acknowledgement and any message from the greffe or INPI portal.
The final check is the company’s public record. Under Article L232-24 of the French Commercial Code, the greffier may inform the president of the commercial court when the annual accounts have not been filed under the preceding provisions. “Greffier” means the court registry officer. The company should not wait for a notice before checking whether its accounts have reached the correct registry. A foreign director should ask the accountant or mandated representative for the filing acknowledgement and then verify that the relevant company record is updated.
B. What should a foreign founder do if the deadline has been missed?
A missed deadline should trigger an immediate remediation plan, not a change of year-end designed to hide the omission. First identify which obligation was missed: preparation of accounts, approval, accounts filing, tax filing or payment. Then identify the legal form, the actual closing date, the date of any valid approval and the documents already transmitted. The company should preserve the evidence of what happened, including portal errors, requests for additional documents, signature problems, missing mandates and correspondence with the greffe.
For the filing obligation, the statutory escalation tools are significant. Article L123-5-1 of the French Commercial Code allows an interested person or the public prosecutor to ask the president of the court, in urgent proceedings, to order a legal entity’s directors to file acts or documents with the RCS and, where necessary, to appoint a representative to complete the formality. The existence of this mechanism is a warning that the director’s foreign residence is not a defence to an unresolved filing obligation.
Article L611-2 of the French Commercial Code provides another route where directors have failed to file annual accounts within the required period. The president of the court may ask the directors to file, and the order may be backed by a financial penalty for delay. Article R611-13 of the same Code sets procedural details, including a period of one month from notification or service of the order in the relevant circumstances. The provision uses the expression “sous peine d’astreinte”, meaning that an additional sum may accrue for each day of non-compliance. An astreinte is not the same as the original filing fee or tax: it is a coercive court-ordered payment intended to secure performance.
The Cour de cassation has also clarified that the procedural routes do not eliminate every other legal action. In its Commercial Chamber decision of 3 March 2021, no. 19-10.086, the court held that actions based on case number 19-10.086 on Légifrance and the relevant commercial-code provisions were not exclusive of a common action by an interested person seeking to compel the filing of annual accounts. The decision is useful for a foreign parent, minority shareholder or creditor assessing how to obtain a court order when informal reminders have failed. It does not mean that every late filing becomes litigation, but it shows why a company should regularise quickly.
Earlier decisions also illustrate the consequences of non-filing. The Criminal Chamber decision of 28 January 2009, no. 08-80.884, available at Légifrance case number 08-80.884, concerns the failure to deposit annual accounts and the relationship between approval and the filing period. The Commercial Chamber decision of 29 September 2009, no. 08-14.146, available at Légifrance case number 08-14.146, addresses an order requiring accounts to be filed under a daily penalty. These decisions arose under earlier legislative wording, so they should be used as illustrations rather than as a substitute for checking the current Articles L232-22, L232-23, L123-5-1 and L611-2.
The 7 January 2026 decision no. 24-83.864 should also be kept in the file of a multi-member SAS that disputes whether its filing deadline has begun. The exact approval rule still comes from the company’s articles and current law. A director should not use the case as a reason to delay. The safe course is to document the approval procedure, approve the accounts in accordance with the company’s governing documents, file the complete package immediately and obtain professional advice on any period during which the accounts were overdue.
For a founder outside France, the remediation checklist should be operational:
- Ask the accountant for the closing balance, inventory, annual accounts, management report where required and the exact list of missing documents.
- Check the articles and shareholder records to establish who must approve the accounts and whether a six-month deadline applies.
- Prepare a dated approval decision or meeting record, using a valid mandate if the shareholder or director is abroad.
- Submit the accounts through the correct channel, retain the acknowledgement and request confirmation from the greffe if the portal shows an unresolved status.
- File or correct the IS return separately, confirm any tax balance and ask the accountant to review VAT and other returns for the same period.
- Record the incident in the next board or shareholder file and set reminders before the next closing date.
A foreign company or parent should also check whether money was advanced to the French company during the long first period. Shareholder loans, intercompany invoices and management charges can affect the accounts, tax result and supporting documents. The first annual accounts should tell a coherent story: how the company was funded, when it began trading, what costs were incurred, which contracts were performed and how the result was allocated. A late filing becomes harder to explain when the underlying records are incomplete.
Remote administration adds practical risks. A director may receive a portal notification in a different time zone, use an expired electronic-signature certificate or assume that a draft upload was accepted. The French formalities portal is not proof of completion until the filing acknowledgement confirms acceptance or the greffe has processed the deposit. A mandated representative should be instructed in writing about the company’s closing date, legal form, approval authority and escalation route. The representative’s mandate should also be kept with the corporate records.
The public record should be checked after filing. The INPI page explains the link between the greffe, the RNE and DATA INPI, while the BODACC publication may provide an additional public trace. A Kbis requested before and after the process may not show every accounting detail, so the company should keep the filing receipt and the approved accounts itself. The objective is not merely to obtain a new document; it is to prove that the correct accounts for the correct period were approved and filed through the correct channel.
Conclusion
A French company can usually choose a first financial year of less than or more than twelve months, up to the permitted twenty-four-month ceiling. The choice should be recorded at incorporation, aligned with the company’s articles and tested against the foreign parent’s reporting cycle. It does not suspend bookkeeping or create an indefinite postponement. The date starts the first accounting and tax analysis, but it is not the only date that matters.
The legal form then determines the approval route. A SARL and a SASU have a six-month approval rule in the provisions cited above. A multi-member SAS requires a reading of its articles because the public-company six-month rule is not automatically imported. After valid approval, the company must calculate the one-month paper or two-month electronic accounts filing period, while the IS return follows the separate closing-date rule in Article 223 of the General Tax Code. If a deadline has been missed, the company should regularise, preserve evidence and obtain advice before a court order or astreinte becomes necessary.
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