A foreign shareholder who cannot obtain a French company’s accounts, meeting minutes or supporting corporate documents should treat the refusal as a legal and evidential problem, not as an ordinary administrative delay. The shareholder’s nationality, residence and use of an overseas accountant do not by themselves remove the rights attached to the shares. The correct response depends first on the company’s legal form: a SARL (société à responsabilité limitée, broadly a French private limited-liability company), a SA (société anonyme, broadly a French public limited company) or a SAS (société par actions simplifiée, a simplified joint-stock company).

The practical route usually begins with a precise written request sent to the company’s registered office and management. If the refusal continues, Article L. 238-1 of the French Commercial Code may support an application to the president of the court in référé, meaning a fast summary procedure, for delivery of documents covered by the statute. Article 145 of the French Code of Civil Procedure may provide a different route before proceedings when specific evidence must be preserved or established. Neither procedure authorises an unlimited search through a company’s files.

This guide explains what a foreign shareholder can request, how to document the refusal, which court application may fit the situation and why the wording of the request matters. It also explains Kbis, the official company-registration extract, the greffe, meaning the court registry office, and an astreinte, meaning a coercive sum that may accrue for each day of non-compliance.

I. What documents can a foreign shareholder request from a French company?

A. Which accounts, minutes, reports, and records are covered for SARL and SA?

The first question is not whether the shareholder lives in London, New York, Singapore or Dubai. It is whether the person or company can prove shareholder status and which corporate form governs the request. A current Kbis can help identify the company, its registered office and its management, but a Kbis does not normally prove every detail of the applicant’s beneficial ownership. A shareholder should also preserve the subscription agreement, transfer deed, share register extract, account statement, certificate issued by a custodian, or corporate authorisation showing who is entitled to exercise the right.

For a SARL, Article L. 223-26 of the French Commercial Code provides a particularly practical statutory foundation. The provision deals with the annual accounts, the management report, resolutions proposed to the meeting and the auditor’s report where an auditor exists. It also gives associates access to the relevant corporate information over the last three financial years. The statutory wording recognises that associates may, “à toute époque, obtenir communication” of specified documents. In English, this means that the right is not limited to the few days immediately preceding the annual meeting.

That distinction matters when a foreign shareholder asks for information after a missed distribution, a disputed dividend, a proposed sale of the business or an unexplained change in the company’s cash position. The request should identify the financial years and the exact documents. “All financial information” is less effective than “the annual accounts, management report, proposed resolutions and meeting minutes for financial years ending 31 December 2023, 31 December 2024 and 31 December 2025.” The narrower wording makes it easier to establish that the company has refused an identifiable statutory request.

Article R. 223-15 adds an important practical detail for a SARL. An associate may personally inspect, at the registered office, the balance sheets, profit-and-loss accounts, appendices, inventories, management reports, auditor reports and minutes for the relevant period. The regulation describes the ability to “prendre par lui-même connaissance des documents suivants au siège social.” The same provision allows copies of the documents covered by the inspection right, subject to the limits stated in the text, and allows the associate to be assisted by a court-listed expert.

For a shareholder living abroad, personal inspection does not necessarily mean an unnecessary trip to France. The shareholder can first request secure electronic copies and propose several dates for inspection at the registered office. If the company insists on an in-person inspection, the written record should show that the shareholder offered reasonable arrangements, asked for a representative or expert to attend, and requested that the company identify any document it says is unavailable. A refusal to provide a copy should not be confused with a refusal to permit inspection: the remedy and evidence may differ.

If the company is a SA, the reference framework is different but also detailed. Article L. 225-115 of the French Commercial Code identifies documents that must be available to shareholders, including the annual accounts, consolidated accounts where relevant, management reports, reports of the board or management body, auditor reports and the proposed resolutions. The precise list depends on the company’s circumstances, but a request should start from this statutory list rather than from a generic demand for “the company’s files.”

Article L. 225-117 then gives shareholders a right to obtain the documents referred to in Article L. 225-115 for the period “concernant les trois derniers exercices,” or the three latest financial years, together with minutes and attendance sheets in the circumstances covered by the provision. A foreign shareholder who needs to verify whether an approval resolution was properly prepared should therefore request the relevant accounts, reports, proposed resolutions, minutes, attendance material and voting records as separate items.

There is also a management-information route for a SA. Under Article L. 225-231, one or more shareholders meeting the statutory five-percent threshold may submit written questions concerning one or more management operations. If there is no satisfactory response within one month, the shareholders may ask the court to appoint an expert to report on the operation or operations concerned. The provision begins the relevant mechanism with the words “A défaut de réponse dans un délai d’un mois.” The question is not a substitute for a document request: it is a route for investigating a defined management operation when the threshold and other conditions are met.

The distinction between annual-account access and an expert report should be kept clear. A shareholder asking why a large payment was made to a related foreign company may need invoices, bank entries, board approvals and the underlying contract. The statutory communication right may cover some records, depending on the company form and document. An expert procedure may be necessary to analyse whether the transaction represents a management problem. Asking the court to decide both issues in one unstructured paragraph weakens the application.

The company’s management should also be identified correctly. A registered office may have moved, a president may have changed, or the company may be in the process of updating its Kbis. The Kbis is an extract from the French business register and is useful for checking public registration data; it is not itself a complete corporate file. The greffe is the registry office attached to the competent court. A shareholder should send the request to the company at its registered office, to the current legal representative and, where appropriate, to the company’s registered electronic contact address. Evidence of delivery should be preserved even if the letter is returned.

The shareholder should define the requested period and purpose without revealing unnecessary strategy. A useful request might say that the documents are needed to verify the approval of the 2025 accounts, the calculation of a proposed dividend and payments to a named related entity. It should state the applicant’s shareholding, attach proof, distinguish inspection from electronic copies and offer a deadline that is commercially reasonable. A company may challenge an overbroad request, but it is harder to justify a complete refusal where the shareholder has identified the statutory documents, the financial years and the reason for the request.

B. Why a French SAS depends on its articles of association and the exact request?

The SAS is common in cross-border groups because its governance can be tailored in the articles of association. That flexibility changes the analysis. Article L. 227-1 of the French Commercial Code provides that certain rules applicable to sociétés anonymes apply to a SAS while expressly excluding a range of provisions, including Articles L. 225-103 to L. 225-126. The text refers to “les règles concernant les sociétés anonymes,” but it must be read with the exclusions and the special SAS provisions that follow.

Consequently, a foreign shareholder of a SAS should not assume that every SA communication right applies automatically. The first documents to obtain and review are the latest articles of association, any amended version filed after a capital transaction, the shareholder agreement if the applicant signed it, and the instrument under which the shares were acquired. The articles may provide a right to periodic accounts, management reports, access to minutes, prior information before a reserved decision, digital circulation of documents or a specific procedure for asking questions. The shareholder agreement may provide contractual rights between its signatories, although it does not automatically bind every person or the company in the same way as the registered articles.

This is not a reason for a SAS to ignore a documented request. It is a reason to state the legal source for every item. The request can separate: documents required by a clause in the articles; documents promised in a shareholders’ agreement; documents linked to a meeting or decision; existing accounting records needed to establish a foreseeable dispute; and documents sought only as background information. Each group may require a different remedy.

The wording of the company’s refusal is important. “The shareholder lives abroad” is not a legal analysis. “The documents are with our accountant” is not necessarily a complete answer. “The articles do not provide a right to this internal report” may be relevant, but it does not resolve whether the same report, or its underlying records, can be sought under another procedure. A foreign shareholder should ask the company to identify the legal and factual basis for any refusal, including whether the company denies holding the document, denies the applicant’s standing, or claims confidentiality.

The statutory order procedure in Article L. 238-1 of the French Commercial Code is useful only for the documents and situations falling within the texts listed by that article. It allows interested persons who cannot obtain production, communication or transmission of specified corporate documents to ask the president of the court in référé to order production, potentially under an astreinte, or to appoint a mandataire, meaning a person entrusted by the court with a defined task. The provision states that “elles peuvent demander au président du tribunal statuant en référé” to take the relevant measure.

This statutory route is therefore not a universal SAS discovery process. If the document is outside the listed provisions, the applicant may need to rely on the articles, a contractual commitment, an expert mechanism, Article 145 of the Code of Civil Procedure or proceedings on the merits. A court will examine the legal basis instead of treating the label “shareholder information” as sufficient.

The location of an accounting provider also requires precision. In Cass. civ. 2, 16 December 2021, no. 17-10.028, the Court of cassation dealt with a shareholder’s ability to obtain company documents held by an accountant outside France. The decision explains that the fact that the accountant is “fût-il à l’étranger” does not, on its own, remove the company’s obligation to arrange for the documents to be presented at the registered office; the reasoning also refers to the company arranging to “les représenter au siège social.” The lesson is practical: the company cannot end the discussion merely by naming a foreign service provider.

That decision does not mean that every file held by a parent company, auditor or overseas consultant must be handed over on demand. It means that the company’s document-storage arrangements should not be used as an automatic shield against a statutory inspection right. The request should identify the entity holding the documents, the relevant period and the way in which the company can arrange presentation or a secure copy. If a third party holds material that the company does not possess and cannot lawfully obtain, the applicant should consider whether Article 145 or another procedural mechanism is the better fit.

Confidentiality should be handled through scope and safeguards. A shareholder may ask for a redacted copy, a controlled inspection, a confidentiality undertaking, a data room or a version limited to the transaction at issue. The company may have legitimate concerns about personal data, customer information, trade secrets or another shareholder’s privacy. Those concerns do not automatically justify refusing every document. They should be made concrete, and the parties should consider whether a tailored disclosure can protect the information while answering the shareholder’s lawful question.

A foreign corporate shareholder should also prove the chain of authority. The file may need the foreign parent’s certificate of incorporation, a current register extract, the document showing its ownership of the French company and a board resolution or power of attorney authorising the request. If documents are not in French, a translation may be useful for the court even where it is not required for the initial request. The purpose is not to burden the shareholder; it is to prevent a procedurally avoidable argument that the person signing the letter has not proved authority.

II. What can a foreign shareholder do when the company refuses to communicate?

A. How should the shareholder build the evidence and seek an order?

The strongest file is usually built before the court application. A refusal should be demonstrated through a short, chronological record rather than through a long exchange of accusations. The shareholder should preserve the original request, attachments, postal tracking, delivery confirmation, emails, automatic replies, responses from management or counsel, and any partial disclosure. If the company says a document does not exist, preserve that statement. If it says the document is held abroad, identify the named provider and the date of the statement.

The first practical step is to confirm the corporate form and the applicant’s standing. Obtain the latest Kbis or equivalent public registration extract, the articles of association and available filings. The Kbis may be checked through the French registration ecosystem, including the information made available by the Institut national de la propriété industrielle, commonly called INPI, which operates public business-registration services. These public records help identify the registered office and legal representative, but the shareholder must still prove ownership from private records.

The second step is to make a document matrix. A simple matrix can contain five columns: document, financial period, legal or contractual basis, requested format and reason. For example:

• 2024 and 2025 annual accounts — statutory shareholder information — searchable PDF and inspection date — verify the dividend calculation.
• Management reports for the same years — statutory or articles-based information — PDF — understand the explanation given for related-party payments.
• Minutes and attendance or voting records for the resolution of 15 May 2026 — meeting information — PDF — test whether notice and voting rights were respected.
• General-ledger extracts for the named supplier from January 2025 to June 2026 — evidence for a defined dispute — controlled inspection or export — trace a disputed payment.

The matrix prevents two common mistakes. The first is asking for too little, such as only the annual accounts when the dispute concerns the approval process or a related-party transaction. The second is asking for an undefined “complete audit,” which allows the company to present the request as a fishing expedition. A court is more likely to act when each item is tied to a legal right, a defined operation or a plausible future claim.

The third step is a formal request to the company. In a cross-border matter, the letter should be sent to the registered office by a service that produces reliable delivery evidence, with an electronic copy to management and counsel where known. The letter should state the shareholder’s address, nationality only if relevant to contact arrangements, percentage or number of shares, date of acquisition, legal form, requested documents, requested years and proposed response method. It should offer inspection at the registered office, a secure electronic transfer or a representative authorised to attend.

The letter should ask for a response by a definite date and should distinguish a refusal from a request for more time. It can state that a partial response should identify the missing items and the reason for withholding them. If the company claims that documents are held by an accountant abroad, ask it to arrange their presentation at the registered office or to explain exactly why it cannot do so. If the shareholder needs an English translation, the company may not be obliged to translate every document, but the request can propose that the original French document be supplied first and translated at the shareholder’s cost.

The fourth step is a measured formal notice. A mise en demeure, meaning a formal demand to perform an obligation, should not simply repeat that the company is acting unfairly. It should attach the first request, list the missing documents, identify the legal provisions or articles relied on and state the proposed application if the refusal continues. The notice should avoid threats that the applicant cannot lawfully carry out. A credible procedural next step is more useful than an exaggerated deadline.

The fifth step is to select the application. Article L. 238-1 is the natural starting point when the missing documents are within its statutory list. Under that provision, the applicant can ask the president of the competent court in référé to order production, communication or transmission, potentially under an astreinte, or to appoint a mandataire. The application should identify the court, the company, the applicant’s standing, the exact documents, the prior request, the refusal and the order sought. It should explain why each document falls within the applicable statutory provision.

The applicant should not describe Article L. 238-1 as a general right to obtain every document that might be interesting. The Court of cassation has insisted on the limits of the statutory list. In Cass. com., 23 June 2009, no. 08-14.117, the Court held that the procedure under Article L. 238-1 was not subject to conditions beyond those in the text, but also treated the documents listed by that article as limited. Its reasoning refers to documents that “ces documents ne figurent pas parmi ceux que visent les textes limitativement énumérés.” That is a warning to plead the document category, not only the urgency.

Article 145 of the Code of Civil Procedure may be more appropriate where the shareholder can show a legitimate reason to preserve or establish evidence before a trial. The official text permits a legally admissible investigation “sur requête ou en référé,” meaning either without prior adversarial notice in a petition procedure or through a summary hearing, depending on the circumstances. The applicant must connect the requested evidence to a possible dispute and explain why it is necessary before the merits case begins.

Article 145 is particularly useful when the issue is not simply the routine right to receive annual accounts. A foreign shareholder may suspect that a transfer to a parent company, a sale of an asset or a change in ownership records was improperly approved. The application can target existing invoices, agreements, emails, ledger entries, bank records or meeting materials if the company holds them and the request is proportionate. The applicant should explain the foreseeable claim without asking the court to decide the merits in the evidence application.

Other statutory expert routes may be relevant. For a SARL, Article L. 223-37 of the French Commercial Code allows associates holding at least ten percent of the capital to ask the court to appoint one or more experts to report on one or more management operations. For a SA, Article L. 225-231 contains the five-percent written-question and one-month mechanism described above. A SAS may instead require close analysis of its articles, a shareholders’ agreement, the disputed decision and the available general procedural route.

The application should be prepared for a judge who does not know the group’s internal history. Put the documents in a logical order: corporate identity and standing, articles, request, proof of delivery, refusal, document matrix, legal basis, urgency or risk, and proposed order. A short chronology and a one-page schedule of missing documents can be more persuasive than dozens of unlabelled exhibits. If the applicant is a foreign company, include a clear authority document for the signatory and a translation of essential documents.

Urgency should be stated factually. Examples include an imminent vote, a threatened disposal of assets, a financing deadline, a limitation-period concern, a scheduled audit, a risk that electronic records will be overwritten or a transaction that cannot be evaluated without the documents. The shareholder should not claim urgency merely because the dispute is frustrating. Article 145 does not replace the requirement to show a legitimate reason, and a summary judge may reject a request that is speculative or disproportionate.

B. What can the court order, and what will it refuse?

The court can order a company to communicate or produce existing documents when the legal conditions are met. Depending on the procedural route, the order may specify the format, the registered office, a deadline, a controlled inspection, redactions, a confidentiality process, an astreinte or the appointment of a mandataire. The order should be drafted with enough precision to be enforceable. “Provide all documents concerning the company” is difficult to enforce; “provide the signed minutes, attendance sheet and voting record for the general meeting held on 15 May 2026” is concrete.

Under Article L. 238-1, the court’s power is tied to the documents and provisions listed by the statute. The 2009 decision in case no. 08-14.117 is therefore important even where the applicant has a strong commercial concern. A document may be relevant to a dispute but still fall outside that particular statutory order procedure. The applicant should then plead the alternative route, such as Article 145, an expert mechanism, a contractual obligation or a claim on the merits, rather than asking the judge to stretch Article L. 238-1 beyond its text.

Article 145 has a different but equally important limit: the evidence must exist, or at least the requested investigation must be capable of establishing or preserving evidence that a party holds or controls. It is not a mechanism for forcing a company to create a new accounting analysis for the applicant. In Cass. com., 27 September 2023, no. 21-21.995, the Court of cassation recognised that an order may concern “la production de pièces détenues par une partie,” but rejected the idea that the court could require production of a financial situation that the company did not hold in the requested form. A request should therefore identify the existing records from which an expert or the parties can later work.

This distinction changes how a foreign shareholder should formulate an allegation of inaccurate accounts. Instead of asking the judge to order “a corrected balance sheet showing the true value of the company,” ask for the existing general-ledger entries, bank statements, invoices, contracts, asset schedules, correspondence and minutes relating to the defined transaction. If the evidence supports a claim, an expert can later analyse it or the court hearing the merits can order the appropriate accounting measure. The evidence application should not become a trial about the correctness of the accounts.

The same 2023 decision is a warning about the difference between a document held by the company and a document held by another group entity. If the French company possesses the files, the applicant can show that possession through the company’s own response, its accounting arrangements or the nature of the record. If the documents belong only to a foreign parent, the applicant should explain the relationship and identify a lawful procedural basis for reaching them. Corporate control alone is not a substitute for the conditions of the application.

The decision of 16 December 2021, no. 17-10.028, operates in the other direction where the company’s own accounting documents are stored with its accountant abroad. The fact of overseas storage does not end the shareholder’s access route. The company may need to arrange presentation at its registered office. A foreign shareholder should use that principle carefully: ask for the company’s documents and propose a practical method, but do not assume that the case compels delivery of every document held anywhere in the group.

The court may also refuse or narrow requests that are too broad, unrelated to a credible dispute, duplicative, directed at documents that do not exist, or framed without a sufficient explanation of standing. It may protect personal data or confidential commercial information through redaction, limited access or a confidentiality undertaking. A refusal to grant the whole request does not necessarily validate the company’s original refusal. The court may order a narrower subset and reject the rest.

A shareholder should separate four categories in the proposed order. First are documents whose communication follows directly from the company form or articles. Second are documents needed to test a defined corporate decision, such as the notice, minutes and voting material for a meeting. Third are underlying records that may establish a foreseeable claim under Article 145. Fourth are opinions, reconstructions, translations, explanations or new calculations that the company may not already hold. The first three can be arguable; the fourth often requires a different request or later expert work.

The court will also look at proportionality. A request for three financial years of annual accounts and the records of one disputed related-party payment is easier to manage than a request for ten years of every email exchanged by a group. If the shareholder believes a wider review is necessary, explain the indicators that justify it: repeated unexplained payments, inconsistent minutes, missing filings, a refusal to identify the accountant, or a specific discrepancy between accounts and bank information. Start with the smallest document set that can test the issue.

The procedural choice can affect whether the company is heard before the order. Article 145 expressly allows a petition or a summary hearing, but a without-notice petition requires a reason why prior notice could defeat the purpose of the measure. A foreign shareholder should not request secrecy as a tactical default. If the company is already refusing the documents and the evidence is not at risk of disappearance, an adversarial référé application may provide a cleaner record. The lawyer preparing the application should match the procedure to the evidence risk.

If the dispute concerns the validity of a meeting or resolution, documents alone may not resolve it. The shareholder may need to analyse notice provisions, voting rights, quorum, reserved matters, conflict rules and any deadline for challenging the decision. The communication application should be designed to obtain the records needed for that analysis while preserving a separate claim on the merits. The court ordering production is not necessarily the court that will decide whether the resolution is valid.

If the company ignores an order, the astreinte can create additional pressure, but the applicant must follow the order’s terms. Preserve proof of non-compliance, identify precisely what was not delivered and avoid treating an incomplete disclosure as total non-performance without checking the wording. Enforcement, liquidation of the astreinte and any damages claim may involve further procedural steps. The court is more likely to give useful relief where the initial order was precise and the applicant can show a clean comparison between the order and the material received.

For the foreign shareholder, the evidence bundle should finally answer five questions. Who owns the shares? What exact documents were requested? What legal or contractual source supports each category? How did the company refuse or fail to respond? What specific order would resolve the problem without requiring the court to conduct the entire future trial? If the bundle answers those questions in a few pages, the cross-border dimension becomes a practical issue of proof and delivery rather than an excuse for inaction.

Conclusion

A French company’s refusal to provide corporate documents should be analysed through the company form, the articles of association, the shareholder’s standing and the exact documents requested. SARL and SA shareholders benefit from statutory information mechanisms, including access to specified accounts, reports and minutes. A SAS requires closer reading of its articles and any shareholder agreement because the SA provisions are not all automatically transposed.

The strongest next step is a precise written request followed by a documented escalation. Article L. 238-1 can support a summary order for documents within its statutory scope. Article 145 can preserve or establish existing evidence before a foreseeable dispute, but it does not require the company to invent a new financial statement. The Court of cassation’s decisions in cases no. 08-14.117, no. 17-10.028 and no. 21-21.995 show why the court application must distinguish listed corporate documents, records held by the company and evidence that does not exist in the requested form.

Foreign founders and corporate shareholders can also review the firm’s broader French company formation and corporate-law support before deciding whether the problem is a document request, an urgent evidence application, a challenge to a resolution or a wider shareholder dispute. Keep the request narrow enough to be enforceable, but complete enough to protect the commercial decision that depends on the documents.

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