A foreign founder who incorporates a French company often discovers an uncomfortable distinction: keeping annual accounts confidential is not the same as avoiding the annual accounts filing. A French commercial company must normally prepare its accounts, have them approved, and file the required documents through the French formalities system. In certain cases, however, the figures made available to the public can be limited. The result depends on the company’s legal form, the size thresholds reached during the last financial year, the activity, the group structure and the precise confidentiality declaration attached to the filing.

This question matters to a founder who is building a French subsidiary, a single-member company or a local operating company while negotiating with banks, customers, suppliers and investors abroad. A public filing can reveal turnover, assets, debt and profit or loss. A confidential filing can reduce that exposure, but it does not erase the company’s legal identity, the existence of the filing, the directors, the registered office or the possibility that public authorities and certain financing bodies can access the complete documents. The mechanism is therefore a controlled restriction of publication, not a private accounting system.

This guide explains the rules in English and gives a practical route for a foreign founder: classify the company, test the thresholds, identify the exceptions, prepare the approval and filing documents, select the correct declaration, and verify what remains visible after validation by the registry. It concerns the annual accounts of a French commercial company. The founder’s personal immigration or move to France and any French property purchase are separate matters.

I. Can a foreign-owned French company keep its annual accounts private?

A. Which French company and size rules determine the confidentiality option?

The starting point is the legal entity, not the nationality of its shareholders. A French société par actions simplifiée, or SAS, is a simplified joint-stock company. A SASU is a société par actions simplifiée unipersonnelle, meaning that it has one shareholder. A société à responsabilité limitée, or SARL, is a limited liability company; an EURL, or entreprise unipersonnelle à responsabilité limitée, is its single-member version. A SA is a société anonyme, a public limited company. These commercial companies generally have annual accounts obligations even when the shareholder, president, manager or parent company is established outside France.

A branch of a foreign company is not automatically treated like a newly incorporated French subsidiary. Its accounting and filing package can depend on the foreign company’s form, the establishment’s registration and the documents required for a French branch. A foreign founder should therefore identify whether the French operation is a subsidiary, branch or other establishment before applying the confidentiality rules described here. This article focuses on a French commercial company with its own French legal personality.

Annual accounts are not merely a tax spreadsheet. They normally include a balance sheet, an income statement and notes, with additional reports or documents depending on the legal form, the activity and the company’s audit position. The balance sheet shows assets, liabilities and equity. The income statement shows income and expenses and produces a profit or loss for the period. The notes explain and complete the figures. A foreign board should understand this vocabulary before asking an accountant to “hide the accounts”: the legal option may conceal a document from the public, but it does not authorise incomplete or inaccurate accounts.

Article L. 123-16 of the French Commercial Code creates the accounting categories for small and medium-sized enterprises. Its official text uses two of three criteria: total balance-sheet assets, net turnover and the average number of employees during the financial year. The test is applied to the last closed financial year on an annual basis. When two of the three limits are exceeded or cease to be exceeded, the change normally matters only after that situation has continued for two consecutive financial years.

Article L. 123-16-1 deals specifically with micro-enterprises. It states that, subject to its exceptions, micro-enterprises “ne sont pas tenues d’établir d’annexe” and defines them through the same two-out-of-three method. The current Légifrance page for Article L. 123-16-1 is useful because it shows why the French accounting category “micro-enterprise” must not be confused with the separate tax and social category often called a micro-business. A small French SAS with modest turnover can fall within the accounting micro-enterprise category without its founder being a French micro-entrepreneur.

The numerical thresholds are set out in Article D. 123-200 of the Commercial Code. The official provision currently sets the following ceilings:

Accounting category	Two of three thresholds not exceeded	Practical publication consequence
Micro-enterprise	Total balance sheet no more than €450,000; net turnover no more than €900,000; average workforce no more than 10	Full annual accounts may be covered by a confidentiality declaration, subject to the statutory exclusions
Small enterprise	Total balance sheet no more than €7.5 million; net turnover no more than €15 million; average workforce no more than 50	The income statement may be kept private, but the balance sheet and other public documents are not automatically concealed
Medium-sized enterprise	Total balance sheet no more than €25 million; net turnover no more than €50 million; average workforce no more than 250	A simplified presentation of the balance sheet and notes may be published under the applicable option

These limits are not a promise that any company below a turnover figure can suppress everything. The law requires a two-out-of-three assessment, and the calculation must be made on the correct accounting basis. A group may also need to analyse how its accounts and control relationships affect the company’s classification. A foreign parent that consolidates subsidiaries or controls the French entity should have the group position documented rather than relying on the French subsidiary’s turnover alone.

Article L. 232-25 is the central confidentiality rule. Under its first paragraph, an eligible micro-enterprise may declare that the accounts it files “ne seront pas rendus publics”. Under the second paragraph, an eligible small company may request that “le compte de résultat ne soit pas rendu public”. Under the third paragraph, an eligible medium-sized company may request publication only of a simplified presentation of its balance sheet and notes. The current Article L. 232-25 on Légifrance also confirms that judicial and administrative authorities, the Banque de France, and defined legal entities that finance or invest in companies can access the complete accounts.

The option is therefore graduated. A qualifying micro-enterprise can seek the strongest level of public concealment, while a qualifying small company usually protects only its income statement. A medium-sized company receives a simplified public presentation rather than complete secrecy. The documents that remain public can still tell a commercial counterparty a great deal about assets, capital, liquidity and the company’s financial direction.

Article L. 123-16-2 sets out important exclusions. Its official text excludes, among others, credit institutions and financing companies, payment and electronic-money institutions, insurance and reinsurance businesses, certain mutual and social-security bodies, entities whose financial securities are admitted to trading on a regulated market, and entities that appeal to public generosity. A financial-services start-up cannot assume that its small balance sheet creates the same confidentiality right as an ordinary software or consulting company.

The activity of the company must also be checked. Article L. 232-25 excludes micro-enterprises whose activity consists of managing holdings or financial securities. This can matter to a foreign founder who uses a French holding company, an investment vehicle or a company that manages portfolio assets. The label “holding” is not enough to decide the outcome, but it is a clear reason to obtain a written analysis of the actual activity, the statutory purpose and the accounting entries before relying on a confidentiality declaration.

The group restriction must be read precisely. Article L. 232-25 expressly prevents a company belonging to a group, within the meaning of Article L. 233-16, from using the small-enterprise option to keep its income statement private. Article L. 233-16 describes control through, among other routes, a majority of voting rights, the power to appoint a majority of management or supervisory bodies over two consecutive financial years, or a dominant influence arising from a contract or constitutional clauses where the applicable law permits it. The official Article L. 233-16 text should be reviewed when a foreign parent owns or controls the French company. Do not treat the French subsidiary as isolated simply because it has a separate legal personality.

A foreign shareholder does not receive a special nationality-based exemption, but foreign ownership also does not automatically remove the confidentiality option. The decisive questions are generally: what is the French entity, what category does it meet, what does it actually do, is it in an excluded sector, and does the relevant group rule apply? A company owned by a United States, United Kingdom, Canadian, Swiss or Asian founder can qualify on the same statutory basis as a company owned by a French founder, provided the legal and accounting facts are the same.

There is a strategic distinction between public confidentiality and commercial disclosure. A bank may ask for the complete accounts as part of a credit review. An investor may demand management accounts, forecasts and group reporting under a confidentiality agreement. A major customer may require financial information before accepting a long-term contract. Filing an eligible confidentiality declaration does not prevent the company from voluntarily sharing the figures with a counterparty. It changes the default public access; it does not create a right to refuse every private request.

The company should also separate accounting confidentiality from beneficial-owner information. The identity of directors, shareholders in certain records, the registered office, share capital and beneficial-owner filings are governed by different rules. A confidential annual-account filing does not remove the company from the French corporate register or make the founder invisible. A foreign founder who is concerned about personal exposure should review each register and document separately, rather than expecting Article L. 232-25 to solve every privacy issue.

B. What does a confidential filing hide, and what can authorities or counterparties still see?

The first practical consequence is that confidentiality does not mean non-filing. The company still has to prepare reliable accounts and follow the annual approval process. Article L. 232-22 requires a SARL to deposit its accounts and the related allocation documents within one month after approval, or within two months when the filing is made electronically. The current Article L. 232-22 also addresses the situation where approval is refused or not accepted. A French single-member company must not skip the decision of the sole shareholder merely because its figures will later be kept from the general public.

Article L. 232-23 applies the comparable filing obligation to companies with share capital, including SAS and SA structures. The official Article L. 232-23 page provides the statutory route for the documents deposited after approval. The legal form therefore changes the precise documents and decision process, but a foreign founder should expect a filing deadline in both a SAS and a SARL. The choice between SAS and SARL is not a choice between public accounts and no accounts.

The filing is made through the French electronic business formalities system. INPI means the Institut national de la propriété industrielle, the National Institute of Industrial Property. It operates the Guichet unique, the one-stop shop for many business formalities. The INPI annual accounts filing guidance explains that the accounts are submitted online, transmitted to the competent registry office after the filing, and then transmitted to the Registre national des entreprises, or RNE, and published on DATA INPI after validation.

RNE means Registre national des entreprises, the National Register of Businesses. RCS means Registre du commerce et des sociétés, the Trade and Companies Register. The greffe is the registry office responsible for receiving and checking the filing at the relevant commercial court. A Kbis is the official extract that records key registration information for a commercial company; it is not a certificate that annual accounts are confidential. The Kbis, the RNE record and the account documents must be treated as related but distinct sources of information.

When the filing is accepted with a confidentiality declaration, the financial documents covered by the declaration are not placed in the same public view as ordinary accounts. That does not necessarily mean that a visitor sees no trace. The notice that the accounts were filed, the company’s identity and the existence of the statutory option can remain visible. The public may also see information in other documents, such as a statement of allocation of profit, a change of capital, an insolvency announcement or a filed act.

BODACC means Bulletin officiel des annonces civiles et commerciales, the Official Bulletin of Civil and Commercial Announcements. The official Service Public explanation of BODACC confirms that it publishes announcements connected with the Trade and Companies Register, including notices concerning the filing of company accounts. A confidentiality option is not a request to delete the BODACC notice. It is a request to limit the financial documents that the notice or related public database makes available.

The regulatory architecture also explains why a company cannot use privacy as a reason to mislead a lender. Article L. 232-25 reserves full access to the authorities and defined financial actors. A tax administration, judicial authority, administrative authority or the Banque de France may therefore receive the complete accounts when the statutory conditions are satisfied. A bank or investor that falls within the statutory category may have access, and a bank outside that category can still ask the company to provide the accounts directly as a condition of financing.

Article L. 233-16 is relevant when the foreign founder’s company is part of an international group. If the French company controls other undertakings, consolidation duties may arise. If it is controlled by a foreign parent, the group relationship can affect the analysis of the small-company publication option and the information a lender expects. The parent’s consolidated accounts do not automatically replace the subsidiary’s own annual accounts. The French company’s local accounts remain important for its creditors, employees, tax administration and commercial counterparties.

Tax confidentiality is a different concept again. A company subject to French corporate income tax must file the tax returns and schedules required by the French tax administration even if it uses the public accounts confidentiality option. IS means impôt sur les sociétés, corporate income tax. The official impots.gouv.fr guidance on taxable results explains that companies under an actual tax regime have professional result-declaration obligations. The public filing option does not excuse a late, incomplete or inaccurate tax return.

The same distinction applies to VAT, payroll and social-security records. VAT means value added tax; a French company may have VAT returns, invoices and supporting accounting records even when its annual accounts are not publicly available. URSSAF, the French network that collects a large part of social-security contributions, may request accounting and payroll evidence during a control. A foreign founder should keep a complete internal accounting file because the public version is only one layer of the company’s legal reporting.

Two decisions of the Cour de cassation illustrate the limits of a privacy argument. In the Commercial Chamber decision of 7 May 2019, no. 17-21.047, the court held that, after an injunction to file accounts is not complied with, “le représentant légal est condamné à titre personnel”. The official Légifrance decision is a warning for a foreign founder who has appointed a local president or manager: the company’s separate personality does not necessarily protect the representative from the consequences of a failure to comply with an order.

In the Commercial Chamber decision of 24 June 2020, no. 19-14.098, the court rejected a challenge based on the personal financial information that could be inferred from the accounts of a single-member SAS. It reasoned that “L’atteinte portée au droit à la protection des données à caractère personnel de cet associé pour la publication de ces comptes est donc proportionnée”. The official decision does not remove the statutory confidentiality options, but it shows why a company cannot simply refuse a legally required filing by arguing that publication is uncomfortable for its founder.

The practical answer to “what will a competitor see?” is therefore conditional. For a qualifying micro-enterprise with a valid declaration, the detailed annual accounts may not be publicly accessible, but the corporate notice and other registers remain. For a qualifying small company, the balance sheet and potentially the notes can remain visible while the income statement is concealed. For a medium-sized company, only the legally permitted simplified presentation is public. The exact public result depends on the documents filed and on whether the greffe accepts the declaration.

A founder should also consider the quality of public data. DATA INPI provides non-confidential account data and corporate records, but an incomplete search is not proof that a document is legally confidential. A document may be unavailable because the filing is pending, the record has not yet been transmitted, the search uses the wrong legal name or SIREN, or the company has changed its registered office. SIREN means the nine-digit enterprise identifier used in France; it is a safer search key than an informal trading name. The company should document the actual public result after validation.

II. How should a foreign founder file, protect and correct the accounts?

A. Which documents, declaration, deadline and RNE workflow apply?

The safest workflow begins before the financial year closes. The board, president, manager or sole shareholder should identify the legal form, the financial year-end, the expected approval date and the person responsible for the Guichet unique account. A foreign founder should also ask the French accountant for a threshold memorandum: balance-sheet total, net turnover, average workforce, excluded activity analysis, group position and the proposed level of public disclosure. This short memorandum prevents the common mistake of choosing the confidentiality box from a generic checklist.

Next, the company should prepare the annual accounts and the approval decision. The accounts need to be internally complete even if the public version will be restricted. The approval record should state the result allocation, such as a loss carried forward, a reserve allocation or a dividend decision. If the company is a SASU or EURL, the sole shareholder’s written decision replaces a meeting with several shareholders, but the decision still needs to be dated, signed and retained. If the company refuses to approve the accounts or postpones a decision, the filing consequences should be addressed rather than silently ignored.

The filing deadline is calculated from approval, not from the date on which the accountant finishes a draft. For a SARL, Article L. 232-22 refers to one month after approval, extended to two months where the deposit is made electronically. Article L. 232-23 provides the corresponding rule for share companies. Article R. 123-111 states that commercial companies deposit the accounting documents within one month of approval and that electronic filing extends the period to two months. The official Article R. 123-111 page should be kept with the company’s annual compliance calendar.

The package differs by form and circumstances, but may include the balance sheet, income statement, notes, the management report or group report where required, the auditor’s report where an auditor is appointed, the proposal for allocation of profit and the resolution that approves the allocation. The foreign founder should not assume that the confidentiality declaration replaces a required document. It is an additional procedural document attached to the filing, not a substitute for the accounts themselves.

Article R. 123-111-1 describes the declaration process. For an eligible micro-enterprise, the deposited accounting documents must be accompanied by a confidentiality declaration made using the model defined by order of the Minister of Justice. The same provision deals with the small-enterprise income statement option and the medium-enterprise simplified publication option. The official Article R. 123-111-1 text says that the clerk records the deposit together with the confidentiality or simplified-publication declaration.

Service Public provides a current practical entry point for the filing. Its annual accounts filing page explains that the representative files the accounts after annual approval and that an eligible company must attach the confidentiality declaration if it wants to restrict publication. Service Public also provides a model declaration for a micro-enterprise. A foreign founder should verify that the chosen model matches the company category and the document actually being concealed.

The online filing is made through the Guichet unique rather than by sending an informal email to the registry. Article L. 123-33 of the Commercial Code provides that an enterprise completes the creation, modification and cessation formalities by filing one electronic dossier with the designated one-stop organisation, subject to the rules for regulated activities. The official Article L. 123-33 text explains the legal basis of the one-stop filing process.

INPI’s instructions state that the filing can require an advanced electronic signature based on a qualified certificate so that the signer’s identity can be checked. The foreign founder should therefore resolve the signature method before the deadline. If a French president, manager, accountant or authorised representative signs, the company should keep the mandate and the filing receipt. If an overseas director signs, the company should check account access, identity verification and any translation or representation requirement before starting the filing. An abandoned draft in the Guichet unique is not proof that the accounts were filed.

After submission, the greffe reviews the package. If the filing is accepted, the information is transmitted to the RNE and the non-confidential material can appear on DATA INPI. If the file is irregular, the company receives a notification and must correct the identified defect. An English-speaking team should save the original notification, translate its legal meaning accurately, and record the correction deadline. A founder should not assume that an automated “submitted” status means “validated”.

The internal evidence file should contain the final accounts, approval minutes or sole-shareholder decision, allocation resolution, confidentiality declaration, any auditor report, the electronic signature evidence, the payment or filing receipt, the greffe notification and the final validation notice. It should also contain a screenshot or PDF of the public search after validation. This evidence matters when a bank asks why the accounts are not visible, when an investor checks the RNE, or when a later filing appears to have been rejected.

For a foreign founder, translation deserves a controlled approach. The accounts may be prepared using the French accounting framework and the formal filing may contain French labels even when the group reporting pack is in English. An English management summary can help the board, but it does not replace the statutory French accounts or the official declaration. Keep a bilingual glossary for terms such as bilan (balance sheet), compte de résultat (income statement), annexe (notes), approbation (approval) and affectation du résultat (allocation of profit or loss).

The founder should maintain a calendar with at least five dates: financial year-end, target date for completion of accounts, statutory approval date, electronic filing deadline and expected greffe validation date. If the company closes on 31 December and approves the accounts in June, the electronic filing deadline is normally measured from the approval date, not from 31 December. The precise dates should be recalculated when the approval meeting moves. A calendar that only records “file by year-end” is not a legal control.

B. What should a founder do after rejection, late filing or a change in company facts?

A rejected confidentiality declaration should be treated as a correction task, not as permission to leave the accounts unfiled. Read the greffe notification and identify whether the problem concerns the company category, the wrong form, an omitted signature, an inconsistent financial year, an excluded activity, a group relationship, a missing document or a technical defect in the submission. Correct the filing through the prescribed channel and keep the first rejected version and the corrected version in the compliance file.

The company should not solve a rejection by deleting the annual accounts from its internal records. The accounts remain necessary for tax, corporate, employment, banking and audit purposes. If the confidentiality option is not available, the company can still control private distribution through non-disclosure agreements, a secure data room and a policy that separates public filings from commercially sensitive management information. Public filing and private disclosure are different controls.

Late filing creates a separate risk. Article L. 232-24 provides that when the greffier observes that the filing required by the relevant provisions has not been made, the greffier informs the president of the commercial court so that the court mechanisms provided by the Commercial Code can be used. The official Article L. 232-24 text is concise but important: the registry can escalate a missing filing beyond an administrative reminder.

The Cour de cassation decision of 7 May 2019, no. 17-21.047, shows the personal exposure of a legal representative after an injunction and an astreinte, a daily penalty designed to compel compliance. The company should therefore identify who is legally responsible for approving and filing the accounts. A foreign parent’s finance department, an external accountant and a French president may all participate, but the statutory responsibility cannot be left vague in an internal email.

The decision of 24 June 2020, no. 19-14.098, is also relevant to a founder who owns a single-member SAS. The court considered that publication of the company’s accounts did not disclose the shareholder’s entire private wealth and that the interference with personal data was proportionate to the aim of detecting and preventing business difficulties. A confidentiality declaration remains the correct statutory route when available; a privacy objection is not a substitute for the filing.

If the company changes its activity, reaches new thresholds or becomes part of a group, the analysis must be refreshed for the next financial year. A start-up may qualify as a micro-enterprise in its first years and later move into the small-company category. A foreign acquisition may create a control relationship. A pivot from software services to investment management may bring an activity exclusion into view. Keep the threshold calculation and the legal-form analysis with each annual filing so that the decision is reproducible.

A group reorganisation deserves a written memo. The memo should identify the French company’s direct shareholder, ultimate parent, voting rights, board appointment rights, contractual control rights, consolidated reporting position and activity. Article L. 233-16 is not a general slogan about international groups; it supplies a statutory control framework. The question is whether the relevant facts fall within that framework for the option being used. The same memo can help explain to a bank why the French subsidiary’s public record is limited while complete group accounts are available privately.

The founder should also verify the company’s public profile after every material change. Search by legal name and SIREN, open the RNE or DATA INPI record, review the BODACC notice and confirm which account documents are accessible. Check the Kbis separately for the registered office, representative and legal form. If the public profile is inconsistent with the accepted filing, preserve the screenshots and ask the greffe or the filing intermediary for a correction route. Do not publish a new annual filing under a different legal name without understanding how the records will link.

There is a difference between a missing public PDF and a legal confidentiality decision. A missing PDF may reflect a technical delay, a rejected deposit, an unindexed record or an incorrect search. The company should keep the validation notice or the registry response that proves why the accounts are not public. This distinction is particularly important when the company is applying for a corporate bank account or tendering for a customer: the right explanation is “the filing was accepted with the applicable confidentiality option”, not an unverified claim that the company has no accounts.

For banks and investors, prepare a controlled private information pack. It can include the complete annual accounts, the accountant’s review letter, a current trial balance, cash forecast, tax filings, debt schedule and a certificate explaining that the public record is restricted under Article L. 232-25. Share it under a non-disclosure agreement and record the recipient, date and documents. This gives the foreign founder a credible answer to due-diligence requests without voluntarily placing the full figures on an open website.

For customers and suppliers, use a shorter pack. A certificate of incorporation, recent Kbis, insurance evidence, bank reference and a limited financial summary may answer the commercial question without distributing every accounting note. The company must still be truthful. Confidentiality is a lawful limit on public access; it is not an exemption from good-faith negotiations, anti-money-laundering checks, tax controls or the disclosure duties created by a contract.

Finally, include the filing in the company’s legal calendar even when the founder expects zero revenue. A dormant or pre-trading company may have different accounting facts, but incorporation does not make the annual compliance cycle disappear. The company should ask its accountant how the first financial year, tax returns, annual approval and public filing interact. The impots.gouv.fr company guidance illustrates the broader point: French companies face accounting, tax and social obligations in parallel. Public account confidentiality is one narrow option within that wider compliance system.

Conclusion

A foreign founder can sometimes keep French company accounts out of full public view, but only by using the statutory option attached to a compliant filing. The founder should first distinguish a French subsidiary from a branch, identify the legal form, calculate the two-out-of-three size test under Articles L. 123-16 and D. 123-200, check excluded sectors and assess any foreign-parent control under Article L. 233-16. The company must then prepare and approve complete accounts, file them within the applicable deadline, attach the correct declaration and retain proof of greffe validation.

The public result is graduated: full confidentiality may be available to an eligible micro-enterprise, an eligible small company may protect its income statement, and a medium-sized company may publish only the permitted simplified presentation. The RNE, RCS, Kbis and BODACC record are not erased. Public authorities, the Banque de France and qualifying financial actors may still access complete accounts, and private counterparties can request them directly. If the declaration is rejected or the filing is late, correct the procedure promptly; do not replace the annual filing with an informal privacy argument.

For a foreign founder who wants a defensible answer for a bank, investor or customer, the best file contains the threshold calculation, group analysis, approval record, declaration, electronic receipt, validation notice and a dated public-record check. The company can then use confidentiality as a precise legal tool while continuing to meet its tax, accounting and corporate obligations. For wider French business-law support, see our French business law and company formation services in France.

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