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Maître Reda KOHEN, avocat au Barreau de Paris
Maître Reda KOHEN
Avocat au Barreau de Paris

French SARL Refuses to Provide Its Accounts: Can a Foreign Minority Associate Obtain Three Years of Documents?

An overseas founder or investor who owns a minority interest in a French société à responsabilité limitée (SARL, a private limited-liability company) may discover that the practical difficulty is not the language of the accounts but the refusal to provide them. The manager may send a short profit figure, a tax return or a presentation prepared for the bank while withholding the general ledger, supporting invoices, related-party agreements, minutes and the information needed to test the result. A foreign associate does not lose the rights attached to the interest merely because they live abroad, hold the interest through a company or cannot attend a meeting in France.

The SARL has a particularly useful statutory mechanism. Article L. 223-26 of the French Commercial Code gives an associate a right, at any time and under the regulatory conditions, to obtain specified social documents concerning the last three financial years. Article L. 223-37 offers a separate route: one or more associates representing at least 10% of the share capital may ask the court to appoint an expert to report on one or more management transactions. These rights are different from a general audit request and different again from the Article 145 evidence procedure.

The correct strategy is therefore to identify the company form, prove the shareholding, request a defined set of documents, preserve the refusal and select the proportionate court route. This article explains the rights of a foreign minority associate in a French SARL, the limits of those rights, the differences with a French SAS, and the steps that can lead to an injunction or a court-appointed expertise de gestion (a judicial review of specified management transactions).

I. What can a foreign minority associate demand from a French SARL?

A. Which documents and statutory rights apply to a foreign associate?

The first task is to verify the legal identity of the company and the capacity in which the foreign investor acts. The French terms matter because they identify different rights. An associé is a holder of interests in a company whose capital is divided into parts sociales, such as an SARL. An actionnaire holds shares in a company whose capital is divided into actions, such as a société par actions simplifiée (SAS, a simplified joint-stock company). The gérant manages an SARL; the président normally represents an SAS. A request addressed to the wrong person, or drafted for the wrong corporate form, can create an avoidable procedural dispute.

For the SARL, the starting point is Article L. 223-26 of the Commercial Code. It requires the annual accounts, inventory and management report to be submitted for approval within six months of the end of the financial year, subject to a judicial extension. It also provides that the relevant documents, proposed resolutions and any auditor’s report must be communicated to the associates under the regulatory conditions. The same article states, in the official wording, that “L’associé peut, en outre, et à toute époque, obtenir communication” of the social documents determined by regulation and concerning the last three financial years.

That sentence is the practical core of the claim. It does not mean that every foreign investor can demand every email or every document ever created by the business. It does mean that a manager cannot convert a statutory right into a discretionary favour. The request should identify the three financial years, the documents sought and the associate’s connection with the company. Typical requests include the annual accounts, the management reports, the inventory, the proposed resolutions, the minutes approving the accounts, the auditor’s reports where an auditor exists, and the social documents listed by the regulatory provisions.

The annual meeting timetable is relevant but does not exhaust the right. If the manager has not called the associates’ meeting within six months after the year-end, Article L. 223-26 allows the public prosecutor or any interested person to ask the president of the competent court, sitting in fast-track proceedings, to order the manager to call the meeting, potentially subject to a daily penalty, or to appoint a representative to do so. A foreign associate who is waiting for an annual meeting should therefore record the closing date, the contractual or statutory financial year, the date on which six months expired and every request made to the manager.

The Code also gives a direct route when the documents are withheld. Article L. 238-1 of the Commercial Code allows an interested person who cannot obtain the production, communication or transmission of documents covered by the listed company-law provisions to ask the president of the court, in fast-track proceedings, either to order communication under a penalty or to appoint a representative to carry it out. The statute uses the words “enjoindre sous astreinte”, meaning to order compliance subject to a daily financial penalty. The request must still fit within the documents protected by the statutory provisions and must be formulated with enough precision for the judge to supervise compliance.

The legal right is not weakened by the fact that the associate is based in the United Kingdom, the United States, the Gulf region, Asia or another European country. A foreign address can create practical questions about service, powers of attorney and certified translations, but it does not remove the corporate right. Nor does ownership through a foreign holding company automatically defeat the claim. The holding company must prove its chain of ownership and its authority to act, while the individual ultimately controlling it may need to be identified for other compliance purposes.

A foreign investor should obtain a current Kbis where available. A Kbis is the official extract showing key registration information for a French company. The greffe is the court registry that maintains or receives corporate filings. Since the creation of the Registre national des entreprises (RNE, the National Register of Enterprises), many formalities are handled through the single business formalities portal operated with the Institut national de la propriété industrielle (INPI, the National Institute of Industrial Property). The Kbis does not replace the accounts and does not prove that the manager has complied with information rights, but it helps confirm the company name, registration number, registered office, legal form and current representative.

The investor should not confuse public administrative databases with internal social documents. The URSSAF, the organisation that collects most French social-security contributions, may hold payroll-related information, but it will not provide the company’s full corporate books to a minority associate. The BODACC, the Bulletin officiel des annonces civiles et commerciales, publishes certain public announcements, including insolvency and corporate notices, but it is not a substitute for the accounts, invoices or minutes. These sources can establish a chronology or reveal a filing; they rarely answer the central question of whether a management transaction was properly authorised and recorded.

The official Service Public Entreprendre guidance on filing annual accounts is useful for understanding the public filing package. A balance sheet, income statement and notes are not the same as the complete accounting records. A filed account can therefore be a starting point for the request, but a minority associate may need the supporting ledgers, contracts or minutes to test an unusual related-party payment, unexplained shareholder current account, asset transfer or change in margin.

The SAS requires a separate analysis. Article L. 227-1 of the Commercial Code makes provisions governing sociétés anonymes applicable to an SAS only when compatible with the special SAS rules. It also excludes a range of provisions, including Articles L. 225-103 to L. 225-126. That range includes Article L. 225-115, so the ordinary SA document right should not simply be copied into an SAS advice without checking the statutes and the applicable provisions. The company’s articles are especially important in an SAS because they organise collective decisions, information channels, approval procedures and the role of the president.

For comparison, Article L. 225-115 of the Commercial Code sets out the information right of an SA shareholder, including annual accounts, reports, proposed resolutions and information about candidates for corporate office. The implementing provisions include Article R. 225-83, which describes documents to be supplied or made available, and Article R. 225-89, which refers to a period of at least fifteen days before the meeting for consultation of listed documents. Those provisions are a useful comparison for an international group, but they are not a licence to ignore the special rules of an SARL or the articles of an SAS.

If the entity is a société civile rather than an SARL or SAS, the analysis changes again. Article 1855 of the Civil Code provides that “Les associés ont le droit d’obtenir, au moins une fois par an, communication des livres et des documents sociaux”. The English meaning is that associates have a right, at least once a year, to receive access to the books and corporate documents and to ask written questions about management. Property acquisitions and property disputes belong to a different editorial desk; the point here is simply that the corporate form controls the source of the information right.

The Court of Cassation confirmed the individual character of this right in Commercial and Third Civil Chamber decision No. 18-17.662 of 27 June 2019, after verification in Judilibre. The decision states that co-owners of undivided corporate interests who have the status of associate retain the right to obtain documents under Article 1855. The verified passage is: “ont la qualité d’associé, du droit d’obtenir la communication de documents”. The facts concerned a civil company, not an SARL, but the principle is valuable for a foreign investor: a dispute about representation or a foreign ownership structure does not automatically erase the rights attached to the corporate interest.

The request should therefore begin with a corporate-form table: legal form, registration number, registered office, current representative, shareholding percentage, date of acquisition, financial years sought, documents already received and documents still missing. This table prevents the common mistake of sending a broad complaint to the accountant or bank without first showing why the sender is entitled to ask the company itself.

B. How should the request be defined and how can a foreign associate prove the refusal?

A strong request is chronological, limited and auditable. It should not say only, “Please send all information about the company.” It should identify the annual accounts for 2023, 2024 and 2025, the management reports for those periods, the minutes approving each set of accounts, the auditor’s reports, the resolutions proposed for the next meeting and the records of one transaction that the associate has a concrete reason to question. If the concern is a payment to a related company, the request should state the name or relationship if known, the date or accounting period, the amount or range, the contract, the approval record and the relevant invoice or bank evidence.

The reason for the request matters. A court will distinguish between a statutory information claim and a fishing expedition. A list of documents connected to a defined issue is easier to enforce than a demand for every contract, every bank statement and every internal message since incorporation. The foreign associate should explain the operational reason for each category: testing the basis of a dividend, understanding a shareholder current account, verifying a transfer of an asset, checking a related-party agreement, reconstructing a capital movement or preparing a claim for a specific breach of the articles.

The request should be sent to the gérant and to the registered office. It can also be sent to the company’s legal representative through the address appearing in the current Kbis and, where appropriate, to the corporate lawyer or accountant only as a copy. The accountant is not necessarily the person legally obliged to answer the associate. A copy to the expert-comptable, meaning the French accountant, may help preserve the evidence, but it does not replace service on the company and its manager.

For an associate abroad, delivery should be planned carefully. A signed-for international letter, a French process server where necessary, and a clear email transmission can create a reliable record. The sender should keep the original request, attachments, delivery evidence, automatic replies, bounce messages and every response. If the shareholder agreement requires notice at a particular address or in a particular language, that clause should be followed. A certified French translation may be useful for a court filing, but the legal analysis should remain in English for the client’s decision-making and in accurate French for the formal document where required.

The ownership evidence should be attached without disclosing more personal data than necessary. For an individual, this may include the signed transfer deed, the updated share ledger, the relevant page of the register of associates, a capitalisation table and identification documents. For a corporate shareholder, include the foreign company’s certificate of incorporation, the document showing its signatory’s authority, the transfer deed and a simple ownership chart. If an intermediary holds the interest, explain the contractual basis on which the beneficial owner or nominee is seeking the information.

The INPI guidance on beneficial owners of a company explains that a beneficial owner is a natural person who exercises direct or indirect effective control and that the reason for the control must be stated in the single formalities portal. A beneficial-owner filing is not the same thing as proof of associate status. It can, however, help the foreign investor understand the control chain and identify who may have authorised a disputed payment or decision. It may also reveal that the person who refuses the documents is not the registered representative named on the public record.

The demand should separate three groups of records.

  • Statutory and meeting records: annual accounts, management reports, minutes, attendance sheets, resolutions, powers of attorney, auditor reports and the current articles.
  • Transaction records: contracts, invoices, bank evidence, transfer documents, valuation reports and approval records connected to a specified transaction.
  • Control records: the share ledger, register of movements, related-party agreements, shareholder current-account statements and documents showing the identity of a person who exercised control.

The request should also state what has already been provided. If the company sent only a PDF of the accounts, say that the PDF was received on a stated date but that the ledger, invoices, minutes and supporting schedules remain missing. If a link expired, preserve a screenshot and download metadata. If the company provided an incomplete translation, identify the missing pages rather than simply stating that the translation was unsatisfactory.

A refusal can be express or constructive. An express refusal is an email saying that the foreign associate has no right to the records, that the records belong only to the majority, or that the shareholder agreement prevents disclosure. A constructive refusal may be a promise to send the documents followed by silence, a series of partial deliveries that never includes the critical document, or a demand for an unreasonable condition such as signing a release before receiving the statutory accounts. The timeline should distinguish a real refusal from a reasonable request for proof of identity or authority.

The SARL’s expertise of management is governed by Article L. 223-37 of the Commercial Code. The verified text begins: “Un ou plusieurs associés représentant au moins le dixième du capital social”. Those associates may ask the court to appoint one or more experts to report on one or more management transactions. The expert’s mission and powers are set by the court, the report is sent to the applicant and the relevant corporate bodies, and the court may put the fees on the company.

The 10% threshold must be calculated in the correct SARL and at the relevant time. A foreign group owning 12% of a parent company does not automatically hold 12% of the French operating SARL. A person holding 6% directly and another 5% through an affiliate cannot necessarily aggregate the percentages without a legal and factual basis. The articles, transfer instruments, voting arrangements and any shareholder agreement should be checked before the request is signed. If the investor is below 10%, Article L. 223-37 may not be available, but the direct document right under Article L. 223-26 and the Article 145 route may still be relevant.

The transaction must be specified. Examples include a payment from the SARL to a company controlled by the manager, the purchase of an asset from a related person, the repayment of a shareholder current account, a sale below an independently supported value, an unusual management fee, a capital contribution or a dividend distribution made when the accounts do not support it. The request should explain why the transaction may matter to a future claim, but it should not assert as proven a fraud that the documents have not yet established.

The Court of Cassation’s Commercial Chamber decision No. 14-10.913 of 5 May 2015 is a useful illustration of the importance of the documents and the applicant’s status; its verified record concerned access to corporate documents and the appointment of a temporary administrator. It should not be used as a universal rule for every SARL request. The safer method is to rely on the text of Article L. 223-26 for the three-year document right and to use the decision as a reminder that the court will examine the actual corporate capacity, the requested records and the requested measure.

The older but directly relevant Commercial Chamber decision No. 12-18.103 of 14 May 2013 concerned a fast-track application to access corporate documents. The Court accepted that the claimed associate status and the rights attached to it could support an order for effective access, and the verified text refers to “la qualité d’associée et les droits qui y sont attachés”. The case concerned civil companies and an ex-spouse, so the factual setting must not be copied mechanically. Its procedural lesson remains helpful: a respondent cannot defeat a document request by raising a dispute that the available documents and the court’s summary powers can resolve clearly.

The request should finish with a reasonable deadline and a proposed secure method of delivery. A foreign shareholder can offer a virtual data room, encrypted transfer, access through counsel, an independent accountant or a court-appointed expert. The proposal should protect personal data, bank details and trade secrets while preserving the ability to compare the documents. A manager who receives a proportionate confidentiality proposal has less room to argue that the request threatens the business.

II. How can the foreign associate force disclosure or obtain an expert review?

A. Should the associate use an injunction, fast-track proceedings or Article 145?

The procedure depends on what the associate needs first. If the missing material is a document to which the SARL statute gives direct access, the shortest route may be a formal notice followed by an application for an order to communicate. If the issue is a defined management transaction and the associate holds at least 10% of the capital, the expertise of management may be appropriate. If the associate needs to preserve or establish evidence for a future claim and does not have a statutory threshold, Article 145 of the Code of Civil Procedure may be the more flexible route.

For a commercial company, the president of the tribunal de commerce (commercial court) has fast-track powers under Article 872 of the Code of Civil Procedure. The verified wording begins: “Dans tous les cas d’urgence”. The president may order measures that do not face a serious dispute or that are justified by an existing dispute. Article 873 adds that the president may order protective or restorative measures even where a serious dispute exists, including measures to “faire cesser un trouble manifestement illicite” or to order performance where the obligation is not seriously disputed.

These provisions are particularly useful when the company accepts that the documents exist, the sender’s associate status is clear and the only obstacle is refusal or delay. The judge can order delivery of identified accounts, minutes or supporting records. The order can specify the format, the date of delivery, the documents that may be redacted and the daily penalty for non-compliance. It can also appoint a representative to collect the documents where a direct handover would create a dispute about completeness.

Article L. 238-1 can be more precise when the requested records fall within the statutory company-law documents listed in that provision. It offers two solutions: an order under a daily penalty or appointment of a representative. The associate should plead the exact legal source of the document right, the request sent to the manager, the refusal or incomplete response and the relief requested. A court will be more comfortable with an order for “the annual accounts and management report for the years 2023 to 2025, together with the minutes approving them” than with an order for “all documents concerning the management of the company”.

The parties should also consider whether the fast-track court is the right forum for a civil company, an insolvency matter or a dispute involving an arbitration clause. For an SARL engaged in commercial activity, the tribunal de commerce is often central, but the company seat, the nature of the claim and any insolvency proceedings must be checked. If the company is already in safeguard, accelerated safeguard, restructuring, receivership or liquidation, the insolvency court’s jurisdiction and the role of the judicial administrator, creditor representative or liquidator may affect the route. An action against a manager and an application to access records held by an insolvency office-holder are not identical.

Article 145 addresses a different need. Article 145 of the Code of Civil Procedure provides that, where there is a legitimate reason to preserve or establish before trial the proof of facts that may determine the outcome of a dispute, legally admissible evidentiary measures may be ordered on application or in fast-track proceedings. The verified text uses the phrase “les mesures d’instruction légalement admissibles peuvent être ordonnées”. There is no 10% capital threshold in Article 145, but there must be a credible future dispute and a proportionate measure.

The Court of Cassation drew the boundary between Article 145 and the expertise of management in Commercial Chamber decision No. 10-18.989 of 18 October 2011, which was verified through Judilibre and the Voyage decision source. Two shareholders and former managers sought an expert review of allegedly irregular charges between companies. The Court held that an Article 145 measure “ne revêt aucun caractère subsidiaire par rapport à l’expertise de gestion”. In other words, Article 145 is not automatically excluded merely because company law contains an expertise mechanism.

The same decision does not create an unrestricted document right. It confirms that the applicant must satisfy Article 145, including the legitimate reason and connection with a possible dispute. It also shows why the request should identify the suspected fact, the company or person holding the evidence and the claim that could follow. A foreign associate who has discovered an unexplained payment but lacks the invoice, approval record and bank evidence may frame a focused Article 145 application. A foreign associate who merely wants to inspect the entire business before deciding whether to invest or sell may not have a sufficient legitimate reason.

The application should attach the ownership proof, the articles, the relevant shareholder agreement, the formal request and the refusal. It should include a table with four columns: the document, the suspected fact, the holder of the document and the reason the evidence matters. The applicant should ask the judge to use a narrow search method. For electronic records, that may mean defined date ranges, named entities, document types and transaction amounts. For paper records, it may mean a specific minute book, ledger account, contract file or accounting period.

The foreign associate should propose safeguards in the application. Documents can be placed under seal, reviewed by an expert, shared only with counsel, or disclosed with bank-account numbers and customer identities masked. The court can also restrict use of the documents to the named dispute. This is especially important where the SARL has a small workforce, confidential customers or a business model that could be harmed by broad disclosure.

The judge may refuse a request that is really seeking a legal opinion rather than evidence. An expert can inspect an accounting entry, compare a contract and invoice, trace a payment or describe a discrepancy. The expert should not be asked to decide whether the manager committed a criminal offence, whether a corporate resolution is legally valid or which party should win the future claim. Those are matters for the court that will decide the merits.

The judge may also refuse to order a document that does not exist. The request should therefore rely on a source that makes the document’s existence plausible: a reference in filed accounts, a sentence in a meeting minute, an email acknowledging the contract, a bank payment, an auditor’s question, an investor presentation or an entry in the Kbis or RNE record. Where the existence is uncertain, ask for a narrowly defined search or an explanation of the record-retention position rather than presenting a hypothetical document as an established fact.

If the manager sends documents after proceedings begin, the case does not necessarily end. The court may still need to decide whether the production was complete, whether an astreinte should apply to the period of delay, whether the remaining documents are covered by the application and whether costs should be awarded. The foreign associate should compare each delivery against the original request and record the time, format and missing pages.

The language of the court filing is another practical issue. Proceedings in France are conducted in French. A foreign client can prepare an English chronology, but exhibits may need an accurate French translation, particularly contracts, emails and board materials. The translator should preserve dates, defined terms, figures and the identity of each legal entity. An approximate translation of “shareholder loan”, “management fee” or “preferred interest” can alter the legal analysis. The final exhibit list should identify both the original and the translated version.

B. When is expertise de gestion appropriate, and what should happen after the documents arrive?

The expertise of management is a targeted investigation, not a substitute for the statutory document right. For an SARL, Article L. 223-37 requires at least 10% of the capital and concerns one or more management transactions. The mission can cover a payment, contract, transfer, financing, remuneration decision or related-party arrangement. The court sets the expert’s powers and the scope of the report. A precise mission protects the company from an excessive audit and protects the minority associate from receiving a report that never answers the central question.

The petition should state the percentage and how it is calculated, the transaction, the available red flags, the questions that remain unanswered and the proposed expert mission. A useful mission may ask the expert to identify the decision authorising a related-party payment, compare the invoice with the contract, trace the accounting entry, identify the recipient and report whether the supporting records match the amount recorded in the accounts. It should not ask the expert to decide that the manager is liable or that the transaction is void.

The applicant should not overstate the evidence. A difference between the filed accounts and a shareholder presentation may be a timing difference. A large management fee may reflect a valid group agreement. A shareholder current account may be correctly documented. The purpose of the expert is to turn a credible concern into verified facts. The petition should use neutral descriptions such as “unexplained payment”, “missing approval record” or “unreconciled balance” until the documents support a stronger allegation.

For an SAS, Article L. 225-231 of the Commercial Code provides a different statutory sequence. One or more shareholders representing at least 5% of the capital may ask written questions about one or more management transactions. If there is no response within one month or the response is unsatisfactory, they may ask in fast-track proceedings for one or more experts. The exact quote from the verified text is “A défaut de réponse dans un délai d’un mois”. The foreign shareholder must therefore identify the SAS, calculate the 5% threshold in that entity and send the written questions to the correct corporate representative before filing the application.

The SAS route should not be confused with the SARL route. The SARL provision in Article L. 223-37 does not reproduce the same one-month written-question sequence, while the SAS mechanism refers to questions and a response before the expert application. The articles of an SAS may also create additional information rights, approval steps or contractual remedies. A shareholder agreement can provide a reporting timetable, a right to inspect a data room, reserved matters, an information covenant or a valuation procedure. Breach of a contractual promise may support a separate claim, but the court will examine the precise clause, its beneficiary and the agreed dispute mechanism.

The foreign associate should decide whether the objective is information, evidence or relief. Information means receiving the annual accounts and the documents that the SARL must communicate for the last three financial years. Evidence means proving a defined fact for a future claim, potentially under Article 145. Relief means obtaining an injunction, an astreinte, damages, nullity, a new meeting, or a court-appointed expert. A single letter can mention all three objectives, but the legal grounds and requested orders should be separated so that the judge can grant the measure that fits.

Once the accounts arrive, the first review should be mechanical. Compare the balance sheet with the previous year, the income statement with the management report and the accounts with public filings. Check changes in shareholder current accounts, related-party receivables, exceptional income, management fees, cash movements, provisions and unpaid capital. Reconcile the minutes with the resolutions and verify whether the person who signed the accounts was the registered manager. The foreign investor should preserve the original file metadata and avoid altering the only copy of a spreadsheet.

The second review should be legal. Did the manager act within the corporate purpose and delegated powers? Did the articles require associate approval? Was a related-party agreement disclosed? Were the annual accounts approved within the statutory timetable? Were the same figures sent to the tax administration, the bank and the associates? Did a capital movement change the percentage shown in the ownership table? Does the filed Kbis reflect the current manager? Did a transfer or change of control require an update of the beneficial-owner declaration through the INPI portal? These questions connect the documents to potential remedies without treating every discrepancy as misconduct.

The third review should separate company loss from personal loss. If a payment reduced the SARL’s assets, the primary loss normally belongs to the company. The associate may have a route to ask for the company’s loss to be repaired through a company-law action, subject to the applicable rules and the manager’s status. If the associate claims a personal loss, the evidence must show a distinct duty owed to that associate and a direct causal link. A fall in the value of a minority interest caused by a general reduction in company assets is not automatically a separate personal loss.

The fourth review should identify urgent deadlines. A refusal to provide documents may be ongoing, but a challenge to an annual resolution, a capital transaction, a contractual notice or an insolvency decision may have a special time limit. An Article 145 application does not automatically suspend every limitation period or appeal deadline. The foreign shareholder should map the date of the resolution, the date of notice, the date of publication, the date of the refusal and the date on which the relevant document became known.

The applicant should also consider whether the company’s continuing operation makes an interim order urgent. An asset may be sold, an account may be closed, a manager may resign, a document may be overwritten or a customer relationship may be transferred. The application should explain the concrete risk without exaggeration. Article 834 for a judicial court or Article 872 for a commercial court addresses urgency; Article 835 or Article 873 addresses protective or restorative measures where the conditions are met. The court will not treat the word “urgent” as a substitute for evidence.

After the order, compliance must be monitored. The order should be served in a legally valid way, the deadline should be calculated, the documents should be inventoried and any incomplete production should be reported promptly. If an astreinte applies, the associate should avoid informal exchanges that make the date of compliance unclear. A French bailiff, now called a commissaire de justice, may be needed to serve the order and record non-compliance. The enforcement step should follow the wording of the order rather than expanding the request after the fact.

The final legal decision should be based on the verified records, not on the refusal alone. A refusal can justify an injunction or support an inference about the need for evidence, but it does not prove that the accounts are false. Conversely, a manager who eventually supplies the accounts may still face a dispute over a missing transaction file, a false certification, a prohibited payment or an unauthorised resolution. The foreign associate should use the documents to narrow the claim, quantify the loss and identify the correct defendant.

Conclusion

A French SARL cannot treat a foreign minority associate as an outsider who is entitled to receive only a summary of the accounts. Article L. 223-26 provides a direct statutory route to social documents concerning the last three financial years, while Article L. 223-37 allows associates representing at least 10% of the capital to seek a court-appointed expert for specified management transactions. Article L. 238-1 and the fast-track powers of the commercial court can support an order subject to a daily penalty when the document and the refusal are clearly established.

The practical sequence is to verify the legal form, prove the interest, send a defined request, preserve the refusal and choose between a document injunction, expertise de gestion and Article 145. A foreign address, a holding-company structure or the need for a French translation changes the preparation, not the underlying right. The strongest case identifies the financial years, the transaction, the person holding the record, the future dispute and the confidentiality safeguards. It asks the court for a controlled measure rather than a general audit.

After disclosure, the associate must separate a company-wide loss from a distinct personal loss and check every special limitation period. The objective is not to obtain documents for their own sake. It is to establish whether the accounts, the management decision and the corporate records support a focused remedy that can be enforced in France.

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Source : Cour de cassation – Base Open Data « Judilibre » & « Légifrance ».

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Cha
5 months ago

As a young student living in an apartment, my landlord tried to make me leave my accommodation even though he had sent me no termination notice. I therefore contacted Mr. Reda Kohen to help me as I couldn’t handle the situation alone. In just 3 days everything was resolved, Maître Kohen defended me and accompanied me with an irreproachable level of commitment and efficiency. I can only recommend his professionalism!

Translated from French

Reply from the firm

An irregular termination notice does not terminate a lease: delighted that the situation was resolved in a few days. Good luck with your studies.

Asmaa Maazaz
6 months ago

I turned to Maître Kohen for a complex real estate dispute and I highly recommend his firm. He is very professional; he thoroughly analyzed my case from the very first appointment and clearly explained the possible options. Thanks to his expertise, we achieved a very favorable outcome. Responsive, a good teacher, and committed, he is a lawyer you can truly trust. Yours faithfully, Miss Maazaz

Translated from French

Reply from the firm

Thank you very much, Miss Maazaz, for this feedback. Analytical rigor and responsiveness are essential commitments of our law firm specializing in real estate law in Paris, where each case requires a tailored approach. Delighted that we were able to achieve a favorable outcome. The firm remains at your disposal. Best regards.