A foreign shareholder does not place a French company outside French filing law. When the vehicle is a société par actions simplifiée (SAS, a simplified joint-stock company), the company remains subject to the French rules on annual accounts, approval of those accounts and filing with the registry. The practical difficulty is often greater for an overseas founder: the shareholders may be in several countries, the president may sign from abroad, the accounting firm may have treated tax filing as a separate assignment, and a delay may only be discovered when a bank, investor or commercial partner asks for an up-to-date Kbis, the official extract showing a company’s registration details.

The legal analysis must separate three dates. First, the accounting year closes. Second, the shareholders or the sole shareholder approve the accounts. Third, the company files the required documents with the greffe, the registry office of the competent commercial court. A late approval and a late filing are not always the same default, particularly after the Cour de cassation’s decision of 7 January 2026 concerning a multi-shareholder SAS. This article explains the timetable, the exposure of the company and its president, the effect of a foreign parent or foreign shareholders, and the steps to regularise a missed filing without backdating corporate records. It is designed as an operational extension of the firm’s French company formation and corporate compliance guidance.

I. When is a foreign-owned French SAS actually late?

A. What the French company must approve and file

A French SAS is a French legal person even when every shareholder is a company incorporated in the United States, the United Kingdom, the United Arab Emirates or another country. The foreign ownership may affect the evidence used to approve the accounts, the identity of the authorised signatory and the group reporting perimeter. It does not remove the French company’s own obligation to prepare and file its annual accounts. The nationality of the shareholder is therefore a poor test. The decisive questions are the legal form of the French entity, its accounting year, its articles of association and the documents actually approved.

The filing normally contains the balance sheet, the profit-and-loss account and the notes to the accounts. The company must also file the proposed allocation of the result and the resolution adopted on that allocation. If the SAS has an auditor, known in French as a commissaire aux comptes (CAC, statutory auditor), the relevant auditor’s report is part of the filing package. A group may also require consolidated accounts and group-management documents. The precise documents can vary according to the size of the company, whether it belongs to a group and whether an exemption from a management report applies.

For a SAS, the principal filing rule is Article L. 232-23 of the French Commercial Code. The provision applies to every “société par actions”, which includes a SAS. It requires the company to file the accounts with the commercial-court registry “dans le mois suivant l’approbation des comptes annuels” and allows two months where the filing is made electronically. The same text lists the accounts, the report of the statutory auditor where relevant, and the result-allocation documents. Article R. 123-111 of the French Commercial Code repeats the one-month period and the two-month electronic period for the filing of accounting documents.

The two-month electronic period is not a general grace period that starts at year-end. It starts after approval. For example, if a SAS validly approves its accounts on 30 June, an electronic filing is ordinarily due by 31 August, while a paper filing is due within one month. If the accounts are approved on 15 September, the filing period runs from that approval date. A founder who counts from 31 December without checking the approval resolution, the articles of association and the filing method can misdiagnose the delay.

The filing route is now operationally important. The Institut national de la propriété industrielle (INPI) guidance on annual-account filings confirms that the Guichet unique, the single online portal for French business formalities, handles the electronic filing and transmits it to the competent registry. A paper filing can still be made with the registry in the situations described by the official guidance. The electronic signatory must be a natural person: the president, another authorised representative or a mandataire, such as a lawyer or an accountant. A foreign shareholder can therefore act through a properly authorised representative; the company does not have to bring all shareholders to France merely to complete the filing.

The public consequences should also be understood. The registry transmits the filing for publication in the BODACC, the Bulletin officiel des annonces civiles et commerciales, France’s official civil and commercial announcements bulletin. The public record can then be consulted by lenders, suppliers, competitors and potential investors. The official Service Public page on filing a company’s annual accounts explains the documents by company size, the filing channels and the consequences of a late or missing filing. The company should keep the submission receipt, the registry certificate and the exact final documents in its corporate records.

A foreign-owned SAS should not confuse a French subsidiary with a branch of a foreign company. A branch may have to file documents prepared and published in the country of the foreign company’s registered office, subject to its own rules. A French SAS has its own accounts, its own French registration number and its own filing obligation. The foreign parent’s consolidated reporting does not replace the French subsidiary’s statutory filing. Conversely, a group may create additional reporting documents that must be reviewed before submission. This distinction is one reason why a search for the company’s Kbis alone is not enough: the legal form and the group structure must be checked against the corporate records.

The filing obligation is also separate from the tax return. The French corporate-income-tax regime is commonly called impôt sur les sociétés (IS). A tax return, a VAT return and a filing of annual accounts serve different purposes and are sent through different administrative channels. A company that filed its IS return on time may still have failed to file its annual accounts with the registry. A company that filed its accounts may still have a tax default. The official impots.gouv.fr guidance on business formalities confirms that annual-account filing is an enterprise formalité, not a substitute for tax reporting.

B. How the approval deadline differs between a SASU and a multi-shareholder SAS

The French acronym SASU means société par actions simplifiée unipersonnelle: a SAS with one shareholder. It must be distinguished from a multi-shareholder SAS, sometimes called a SAS pluripersonnelle. That distinction matters because French law gives the sole shareholder a specific six-month approval rule, while a multi-shareholder SAS is governed primarily by its articles of association.

Article L. 227-1 of the French Commercial Code describes the SAS and limits the automatic application of provisions governing a société anonyme (SA, a public limited company). The text excludes, among other provisions, the SA rules in Articles L. 225-100 and L. 225-103 to L. 225-126. A multi-shareholder SAS should therefore not be treated as an SA simply because practitioners often use a six-month annual timetable as a governance benchmark.

Article L. 227-9 of the French Commercial Code provides that the articles determine the decisions taken collectively and then reserves important matters, including annual accounts and profits, for collective decision-making. Its text begins: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” For a SAS with several shareholders, the articles may determine the form of the approval, the convening process, the voting majority and the relevant timetable. The shareholder agreement may add commercial commitments, but it should not be used as a substitute for the constitutional rules in the articles.

The sole-shareholder rule is different. Article L. 227-9 states that the sole shareholder approves the accounts within six months of the end of the accounting year. If the sole shareholder is also the president and a natural person, the signed inventory and annual accounts filed within that period can have the effect described by the article. A foreign parent company that owns all the shares is not a natural person. It must examine the formal decision-making and filing route rather than assume that a simple upload by an overseas executive automatically produces the same legal effect.

The Cour de cassation decision of 7 January 2026, no. 24-83.864, is central for the multi-shareholder analysis. The criminal chamber set aside a decision that had used the SA six-month rule without checking the SAS’s legal status and articles. The court held that, where the annual accounts had not been approved, “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”. The official decision is available at Cour de cassation, Criminal Chamber, 7 January 2026, no. 24-83.864. The decision does not create a licence to postpone the accounts indefinitely. It requires the correct starting point and the correct source of the approval deadline to be established.

That distinction creates two different remediation questions. If the accounts were approved but the filing was not made, the company is dealing with a filing default and should submit the approved package immediately. If the accounts were never prepared or never approved, the company must first reconstruct the approval process under its articles, while assessing the separate risk linked to failure to establish the accounts. The president should not sign a document that falsely states that a meeting took place, that shareholders voted, or that a particular date was used.

The same decision also explains why the calendar for a SAS with several shareholders cannot be copied mechanically from the calendar for an SA. The court required the lower court to check whether the company was a SASU, whether the articles fixed a period and what the articles actually provided. This matters for a foreign founder because an English-language internal calendar, an accountant’s standard reminder or a parent-company policy may not match the French articles. The corporate file should be read before a late filing is labelled a criminal non-deposit.

Consider two examples. A French SASU closes its year on 31 December. The sole shareholder normally approves by 30 June; a two-month electronic filing period may then run to 31 August. A French multi-shareholder SAS closes on the same date, but its articles require approval within six months. In that second case, the six-month date comes from the articles, not from an automatic SA rule. If the articles are silent, the company should obtain a legal assessment rather than invent a deadline or treat customary practice as a statutory provision. In both examples, once valid approval occurs, the L. 232-23 filing period applies.

Foreign founders should also check whether the accounting year itself was validly extended or changed. A first accounting year can have a different duration, and a later change may require a corporate decision and a filing. An extension is not a safe device for concealing an already late approval. The company should retain the relevant articles, amendments, shareholder decisions, accounting ledgers, reports and any court order that affected the timetable. If there is a dispute with a minority shareholder, those documents often matter more than a screenshot from an accounting platform.

II. What happens after the deadline and how to cure the default

A. Civil, criminal and director-liability consequences

A late filing does not automatically produce one fixed financial penalty on the day after the deadline. It creates several possible exposure paths. The first is the regulatory fine for failing to satisfy the filing obligation. Article R. 247-3 of the French Commercial Code provides that failure to comply with the filing obligations in Articles L. 232-21 to L. 232-23 is punishable by the fine applicable to a fifth-class contravention. Article 131-13 of the French Criminal Code sets the maximum at €1,500, with a possible increase to €3,000 in a repeat case where the regulation provides for it. The Service Public guidance presents the same €1,500 and €3,000 figures for a company’s non-deposit.

The second exposure is a court order. Article L. 123-5-1 of the French Commercial Code allows an interested person or the public prosecutor to ask the president of the tribunal to order the manager of a legal person to file the documents, under a daily penalty known as an astreinte. The statutory wording states that the president “peut enjoindre sous astreinte au dirigeant de toute personne morale de procéder au dépôt”. The same provision allows the president to appoint a mandataire to complete the formalities. The order is not the same thing as the €1,500 fine: it is a coercive mechanism intended to obtain filing.

The registry has an active role. Under Article L. 232-24 of the French Commercial Code, the greffier who observes that a filing required by Articles L. 232-21 to L. 232-23 has not been made informs the president of the commercial court so that the relevant powers can be considered. The prevention-of-difficulties route in Article L. 611-2 of the French Commercial Code also permits an injunction under astreinte where the directors have not filed on time, and can lead to an examination of the company’s financial position. A repeated absence of accounts can therefore become a signal about cash flow, insolvency risk or governance rather than a purely administrative omission.

The astreinte is calculated according to the court order and the period of non-compliance. It is not automatically equal to the number of days of original delay multiplied by a standard tariff. The order may set a new deadline, a daily amount and the conditions for liquidation. If the company files after an order, the court may still examine the period before compliance. A foreign president who receives an order should not wait for the parent company’s next board meeting. The order, the date of service, the precise documents requested and the filing receipt must be reviewed immediately.

The personal exposure of the legal representative is not theoretical. In Cour de cassation, Commercial Chamber, 7 May 2019, no. 17-21.047, the court stated, in the context of an injunction and liquidation of an astreinte, that “le représentant légal est condamné à titre personnel”. The decision concerned a representative who had been ordered to pay €3,000 after an astreinte was liquidated. This does not mean that every late filing automatically creates a personal debt of the president. It means that ignoring a court order can expose the natural person who represents the company, even where the underlying filing belongs to the company.

The company’s commercial partners may also raise a separate damages claim. A missing or late filing can affect a financing decision, a tender, a supplier’s credit assessment or a potential acquisition. Yet the mere fact of late filing does not automatically make the president personally liable for every loss alleged by a third party. In Cour de cassation, Commercial Chamber, 3 May 2018, no. 16-23.627, the court rejected reasoning that did not establish “une faute intentionnelle d’une particulière gravité, détachable des fonctions de gérant” and also required a causal link between the fault and the loss. The decision is useful in both directions: it warns the president about serious conduct, but it prevents a claimant from replacing proof with a bare reference to a late filing.

There is a further distinction between failure to establish the accounts and failure to deposit them after approval. Article L. 242-8 of the French Commercial Code punishes the failure by a company president, director or general manager of an SA to prepare the inventory, annual accounts and management report for each year. Article L. 244-1 applies that penalty framework to a SAS. The exact application of those provisions depends on the facts, the form of the SAS and the evidence of the statutory timetable.

The decision no. 24-83.864 is important here because it set aside a conviction where the lower court had not established the correct date on which the documents had to be prepared and had treated the filing offence as complete even though the accounts had not been approved. The decision is a defence against an incorrect calculation, not a reason to keep the company’s records incomplete. A president who knows that the accounts have not been prepared should address that issue promptly, obtain the necessary accounting work and preserve evidence explaining any genuine extension, court order or governance dispute.

A foreign parent may also worry about confidentiality. Article L. 232-25 of the French Commercial Code allows eligible micro-enterprises to request that their annual accounts are not made public, and eligible small or medium companies to request limited publication in the situations set by the statute. The criteria are based on the company’s size and legal circumstances, not on the passport of its shareholders. However, group membership and activities involving holdings or regulated sectors can restrict the option. Confidentiality changes what the public sees; it does not cancel the duty to prepare and file. A parent company should therefore treat a confidentiality declaration as a filing choice, not as a waiver.

For a practical size assessment, Article L. 123-16 of the French Commercial Code defines small and medium enterprises by reference to two of three indicators: balance-sheet total, net turnover and average headcount, with the detailed amounts fixed by regulation. Article L. 123-16-1 contains the corresponding definition of a micro-enterprise. These provisions are relevant when selecting a simplified presentation or confidentiality request, but they do not alter the filing deadline in Article L. 232-23.

B. A practical regularisation route for founders and shareholders abroad

The first step is to establish what is missing, rather than simply upload the latest accounting file. Obtain the current Kbis and the company’s registry history, check the BODACC record for each year and compare those results with the accounting firm’s engagement letter. The BODACC is not a substitute for the company’s own receipt archive, because a filing can be pending, rejected or incorrectly attached. Ask for the submission receipt, the certificate of deposit and the registry notification for each attempted filing. Create a year-by-year schedule showing the year-end, the approval date, the statutory or articles-based approval deadline, the filing method, the filing date and any rejection.

The second step is to classify the default. There are at least four different situations:

• The accounts were approved and the filing was simply missed. The company should file the approved package as soon as possible and preserve the receipt.
• The accounts were approved, but the filing was rejected because a document, signature or declaration was missing. The company should correct the file and resubmit, keeping both the rejection and the corrected submission.
• The accounts were prepared but never approved. The company must follow the articles, convene the shareholders or record the sole shareholder’s decision, and avoid a false backdated resolution.
• The accounts were never completed. The president must obtain the accounting work, test whether a statutory auditor or group report is required, and assess the separate risk of failing to establish the accounts.

This classification is particularly important where an English-speaking founder assumes that an accountant’s “year-end package” is a complete corporate filing. Preparation, approval, filing and tax submission are separate workstreams. The engagement letter should say who prepares the accounts, who convenes or documents the approval, who signs the filing, who submits it, who answers a registry rejection and who monitors the BODACC publication. If the letter is silent, the company should not assume that payment of accounting fees proves that the filing was delegated.

The third step is to rebuild the approval record lawfully. For a multi-shareholder SAS, read the articles before selecting a meeting, written consultation, video meeting or proxy process. Check quorum, majority, notice, language, signature and conflict rules. If the shareholder is a foreign legal person, obtain evidence that the person signing on its behalf was authorised under the parent company’s rules. If the sole shareholder is a foreign corporation, record the decision in a form that identifies the corporation, its authorised representative, the accounts approved and the allocation of the result. Do not use the SASU six-month rule for a multi-shareholder SAS without checking the articles.

The fourth step is to assemble the filing pack. Start with the final accounts, the result-allocation proposal and resolution, and the management report if it is required. Add the CAC report where one exists, consolidated accounts and group reports where applicable, and the correct confidentiality or simplified-publication declaration if the company qualifies. Check that the company name, registration number, registered office and accounting period match the Kbis and the articles. A foreign parent’s internal financial statements should not be uploaded in place of the French subsidiary’s statutory accounts. Conversely, a French subsidiary that belongs to a group should not omit documents merely because the parent has already published consolidated accounts abroad.

The fifth step is to choose a filing route that works for an overseas team. The INPI Guichet unique accepts the electronic filing described in its official annual-accounts instructions. The signatory may use an advanced electronic signature based on a qualified certificate or, where available, the FranceConnect+ authentication route. A mandataire in France can prepare and submit the formalité, but the authority to act and the documents signed on behalf of the company must be documented. The president should keep access credentials and the final submission receipt in the company’s records; a parent-company employee should not be the only person who can retrieve the evidence.

A foreign founder does not need to travel to France merely because the filing is late. The problem is usually one of corporate authority, document integrity and a reliable submission channel. A lawyer or accountant can coordinate the file with the greffe and the INPI portal, while the shareholder and president sign the corporate documents from abroad if the articles and applicable signing rules permit it. If a document is in a foreign language, ask the filing professional whether a French translation or a particular certification is required for that document before uploading it. Do not assume that a foreign electronic signature will be accepted simply because it is valid in the country where it was issued.

The sixth step is to respond correctly to a court order. Read the order’s operative part, the date and method of service, the one-month or other deadline, the amount of the astreinte and the list of documents requested. If the company can file, do so before the deadline and send the receipt to the court file where the procedure requires it. If the accounts are not yet approvable, obtain urgent advice on the procedural response; do not silently upload a package that has not been validly approved. Where a mandataire has been appointed or the order authorises one, coordinate with that person. The case law shows why delay after an injunction is more dangerous than the original administrative oversight.

The seventh step is to separate corporate regularisation from a financial-distress assessment. A missing filing can be a simple administrative failure, but it can also conceal unpaid taxes, overdue payroll liabilities, shareholder loans, covenant breaches or a cash-flow crisis. The president of the commercial court has prevention powers under Article L. 611-2. A founder who discovers that the company cannot pay its debts should not use a late accounts filing as a substitute for advice on insolvency, a mandat ad hoc, conciliation or a formal collective procedure. The correct response depends on the cash position, not only on the status of the BODACC record.

The eighth step is to review the downstream use of the accounts. A bank may have refused a corporate account, an investor may have paused due diligence, or a customer may have required a current Kbis. Send the final registry certificate rather than an unverified screenshot. If the company previously told a lender or partner that accounts had been filed, consider whether a correction or explanatory notice is needed. A transparent explanation of a one-off late filing, accompanied by the receipt and a current compliance calendar, is usually more useful than an unsupported statement that the delay was caused by the foreign parent.

The firm’s existing guide on the French company legal calendar for foreign founders can be used as the forward-looking control document. The separate article on approving French annual accounts from abroad addresses the pre-filing governance stage. The present late-filing problem requires both: first repair the approval and filing record, then place the company on a calendar with named owners, reminders and an escalation rule before the next year-end.

After regularisation, create a small compliance file for every financial year. It should contain the final trial balance and annual accounts, the signed minutes or sole-shareholder decision, the allocation resolution, the CAC and group reports where relevant, the confidentiality declaration if used, the Guichet unique confirmation, the certificate of deposit, the registry response and the tax filing confirmation. The file should identify the French legal terms in English for the parent board: greffe means registry office, Kbis means the official registration extract, BODACC means the official announcements bulletin, INPI is the French industrial-property institute operating the portal, and RCS means the Trade and Companies Register. That translation makes the process auditable across jurisdictions.

Conclusion

A foreign-owned French SAS does not become exempt from annual-account filing because its shareholders or president live abroad. The decisive sequence is accounting-year closure, valid approval under the company’s legal form and articles, then filing within one month or two months electronically after approval. For a SASU, the sole-shareholder six-month rule must be considered. For a multi-shareholder SAS, the articles and the recent Cour de cassation decision no. 24-83.864 make the analysis more precise than a copied SA calendar.

If the filing is late, the safest response is a documented regularisation: verify which years and documents are missing, approve what has not yet been approved without backdating, file through the INPI Guichet unique or the competent greffe, preserve the receipts, and address any injunction immediately. The legal exposure may include a fifth-class fine, a court injunction, a daily astreinte and, in the right circumstances, personal exposure of the president. Early action also gives a foreign parent a defensible explanation for banks, investors and counterparties.

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To discuss a late French company filing with Maître Reda Kohen, call +33 6 46 60 58 22 or use the firm’s contact page.