The first annual accounts of a French company do not necessarily fall due twelve months after incorporation. The decisive date is the closing date of the first accounting year stated in the company’s constitutional documents and registered information. A founder who incorporates a société par actions simplifiée (SAS, a simplified joint-stock company), a SASU (a single-shareholder SAS), a société à responsabilité limitée (SARL, a private limited-liability company) or an EURL (a single-member SARL) must therefore calculate three different moments: the closing of the first financial year, the approval of the accounts, and the filing of the approved documents with the greffe. The greffe is the registry office attached to the competent commercial court.

This distinction matters especially for a foreign founder or foreign parent company. A first year can be short, close to twelve months, or longer when the chosen closing date requires it, subject to the applicable limits. The French company must still keep its own statutory accounts even when the group prepares consolidated accounts abroad. It must also preserve a reliable chain of authority for a remote approval, use documents that meet French filing requirements, and leave enough time for the French registry filing after the corporate decision. The familiar Kbis is the company extract showing registration information; it is not a substitute for annual accounts.

The objective is a dated compliance calendar for a French company owned or managed from abroad. This guide excludes immigration, property purchases and French-language company-law drafting. See the firm’s French business law and company formation service page for the wider formation framework.

I. When Are the First Annual Accounts of a French Company Due After Incorporation?

A. How Do You Determine the First Accounting Year and Its Closing Date?

A French company’s first accounting year is a period, not simply the first calendar year shown on the incorporation certificate. Start with the date on which the company acquired its legal existence through registration, then read the articles of association and the registration information for the selected closing date. The closing date is often 31 December, but it may be another date chosen for the business cycle, the parent company’s reporting timetable, or the availability of the accounting team. Article R. 123-53 of the French Commercial Code requires the company to declare, in its registration application, the closing date of the accounting year when the company is subject to publication of its annual accounts. The provision appears in the official Légifrance provisions on corporate registration declarations.

The first year therefore runs from the company’s effective start point to the first selected closing date. A company registered on 15 January with a 31 December closing date will have a first period of almost twelve months. A company registered on 20 November with the same closing date will have a short first period. A company registered late in a calendar year may instead choose a closing date in the following year, creating a first period longer than twelve months. That choice can be commercially sensible, but it must be recorded consistently in the articles, the registration file, the accounting system, the tax analysis and the board or shareholder information pack.

The upper limit for the first accounting year is a crucial planning point. Official French administrative guidance on the closing date of a company’s accounting year recognises that the first year may be shorter or longer than twelve months, with a maximum of twenty-four months. A foreign parent that assumes that the first accounts are due six months after incorporation can therefore create a false emergency; a parent that assumes that the first accounts can wait two full years without checking the selected closing date can create a missed deadline. The company’s actual closing date controls the next steps.

The same analysis applies whether the shareholder is an individual abroad or a foreign legal person. A French subsidiary is a separate legal person. Its first French statutory accounts cannot be replaced by the parent’s US GAAP, IFRS or UK statutory accounts. A French branch is different because it is an establishment of the foreign company rather than a separate company, and its filing package follows its own rules. A founder must identify this distinction before asking an accountant to copy the parent’s annual reporting calendar into the French file.

Article L. 123-12 of the Commercial Code is the starting point for the accounting obligation. The current text states: “Elle doit établir des comptes annuels à la clôture de l’exercice au vu des enregistrements comptables et de l’inventaire. Ces comptes annuels comprennent le bilan, le compte de résultat et une annexe, qui forment un tout indissociable.” In English, the company must prepare annual accounts at the close of the accounting year from its accounting records and inventory; the accounts comprise the balance sheet, income statement and notes as an inseparable whole. The full provision is available on Légifrance, Article L. 123-12.

This means that a newly formed company should not wait for substantial turnover before building its accounting evidence. Capital paid into the company, incorporation expenses, bank charges, founder expenses reimbursed by the company, invoices from the foreign parent, payroll, VAT and professional fees all belong in the records when the relevant rules require them. A dormant or nearly dormant company may have a small first set of accounts, but it still needs a reliable ledger, supporting documents and an inventory process. “No sales” is not the same as “no accounts.”

The closing date also affects the apparent length of the following calendar. Assume that a French SAS is registered on 10 November 2026. If its first closing date is 31 December 2026, the first accounts cover a short period and the company will quickly enter its first approval and filing cycle. If the articles use 30 September 2027, the first period is longer and gives more time to establish operations, but it also produces a first reporting package that covers more than a simple launch month. If the company changes its closing date after incorporation, the decision must be checked under the articles, the Commercial Code, accounting standards and tax rules. It should not be treated as an informal administrative correction.

The accounting records must also respect a language and currency rule that is easy to overlook in an international group. Article L. 123-22 of the Commercial Code provides that “Les documents comptables sont établis en euros et en langue française.” The obligation concerns the accounting documents, not the language of every internal group conversation. A foreign parent can prepare an English management pack, but the French statutory file must be capable of being read and filed in the required French form. Article L. 123-22 also addresses the retention of accounting documents for ten years. The official text is available through Légifrance’s accounting-obligations section.

Four questions should be answered in writing at incorporation:

• What is the legal registration date of the French company, and what date appears in the current Kbis or Registre national des entreprises (RNE, the National Register of Enterprises) information?
• What closing date do the articles and registration declaration establish?
• Is the first accounting year shorter than twelve months, close to twelve months, or longer than twelve months?
• Which entity is preparing the accounts: the French company itself, a French branch, or the foreign parent for group reporting only?

The Kbis should be used as an identity check rather than as the only source of the calendar. It identifies the French company’s name, registered office, legal form, registration number and officers. The RNE is the wider national register. The greffe handles registry functions for the competent court, while the Institut national de la propriété industrielle (INPI, the National Institute of Industrial Property) operates important parts of the electronic business-formality infrastructure. These labels describe different functions; confusing them can send a foreign founder to the wrong person with the wrong document.

B. How Do You Calculate the Approval and Filing Deadlines?

Once the first accounting year is closed, two separate corporate actions must be scheduled. First, the competent corporate body must approve the accounts or, where applicable, record the decision of the sole shareholder. Second, the company must file the required documents with the registry. Approval and filing are not the same event, and a filing deadline generally runs from approval rather than from incorporation.

The legal form changes the approval analysis. For a SARL or EURL, the annual accounts are submitted to the ordinary shareholders’ meeting or to the sole shareholder under the SARL rules. Article L. 232-22 of the Commercial Code requires the filing of the accounts and the relevant result-allocation documents within one month after approval, or within two months when the filing is made electronically. The statutory text is set out in Article L. 232-22 on Légifrance. The rule is a filing period; it does not by itself replace the separate time limit for preparing and approving the accounts.

For a SAS with several shareholders, start with the articles. Article L. 227-9 states that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” It also places decisions concerning annual accounts and profits within collective shareholder action under the statutory conditions. The current version is available in Article L. 227-9 of the Commercial Code. This is why a foreign founder should not automatically paste a SARL six-month formula into a multi-member SAS calendar without reading the articles.

A SASU is more prescriptive on this point. The sole shareholder approves the accounts within six months of the close of the accounting year, after the statutory auditor’s report if one exists. That rule is included in the current text of Article L. 227-9. A SAS with multiple shareholders may have a deadline fixed by its articles; official Service Public guidance on annual accounts describes the SAS approval deadline as being freely set by the shareholders’ constitutional rules, while noting that six months is commonly used in practice. A responsible calendar should therefore record whether six months is a statutory requirement for the relevant entity, a clause in its articles, or simply a conservative internal target.

The filing period after approval is clearer. For a company incorporated as a SAS, Article L. 232-23 requires the company to deposit the relevant accounts package with the commercial-court registry within one month after approval, or within two months when the deposit is made electronically. The provision also covers the situation in which the shareholders refuse approval: a copy of the deliberation is filed within the same period. The current text, including the rule for electronic filing, is available at Article L. 232-23 on Légifrance.

Consider a French SAS whose first year closes on 30 September. If the articles require or the company schedules approval by 31 March, the filing calendar begins after that approval date. A paper filing should be planned within the following month; an electronic filing may use the two-month period where the statutory conditions and the filing channel are satisfied. The accountant should calculate the actual calendar date, identify weekends and public holidays where relevant to the filing channel, and submit early enough to obtain a receipt. A foreign parent should not treat the date on which it receives an English reporting pack as the approval date. The approval is a French corporate act that must be evidenced by the correct minutes, decision, signatures and register entry.

The documents used for approval must be prepared before the meeting or sole-shareholder decision. The package commonly includes the balance sheet, income statement and notes, the management report where required, the statutory auditor’s report where a commissaire aux comptes (statutory auditor) has been appointed or is required, the proposed allocation of the result and the resolutions. The precise package depends on the form, size, activity, group status and applicable exemptions. The corporate secretary should retain the version actually submitted to the shareholders, the final signed version, the attendance or representation evidence and the result-allocation decision.

Remote approval is possible in many international structures, but “the founder clicked approve” is not a legal file. Check whether the articles permit written consultation, electronic voting, video participation or a proxy. Identify the shareholder or representative, verify the authority chain, preserve the signed resolution and record the date and method of decision. If the shareholder is a foreign company, collect a recent corporate extract, the board or officer authorisation, the signatory’s identity and the power of attorney for any French representative. If the filing agent is not the legal representative, preserve the mandate. These documents protect the company if the registry, bank, auditor, tax administration or a court later asks who approved the accounts.

Build a calendar with internal deadlines earlier than the legal deadline. A useful sequence is:

Stage	What the foreign founder should record	Practical target
Registration	Legal form, registration date, Kbis/RNE details and closing date	At incorporation and after every change
Preparation	Ledger, inventory, bank reconciliations, invoices, payroll and intercompany evidence	Monthly, with a formal pre-close review
Closing	First exercise end and list of outstanding estimates, accruals and provisions	On the selected closing date
Approval	Accounts, reports, resolutions, authority chain and minutes	Before the legal or articles-based approval deadline
Filing	Correct PDFs, filing route, confidentiality declaration if available and receipt	Immediately after approval, inside the one- or two-month period

This calendar should be separated from tax and payroll calendars. The French tax administration may require a corporate tax return, VAT filings or other declarations on dates that do not match the annual-account filing. URSSAF, the French organisation collecting social-security contributions, has its own payroll and contribution deadlines. The BODACC, the Bulletin officiel des annonces civiles et commerciales (Official Bulletin of Civil and Commercial Announcements), is not the filing channel for ordinary annual accounts. Defining each acronym and assigning each deadline to the correct authority prevents a foreign group’s central compliance spreadsheet from collapsing distinct French obligations into one vague “year-end” line.

II. How Should a Foreign Founder Prepare and File the First Accounts?

A. Which Documents and Foreign-Language Formalities Must Be Ready?

The first filing should be prepared as a French statutory file, even when the business is managed from London, New York, Dubai, Singapore or another country. The French company’s registered identity must match across the accounts, the approval minutes, the Kbis or RNE record, the bank account, the tax account and the electronic filing profile. A mismatch in the company name, registered office, officer or registration number can cause a registry query at the very moment when the founder believes that the work is complete.

Start with the company’s legal identity. The Kbis is an official extract associated with the French Commercial and Companies Register, or RCS (Registre du commerce et des sociétés). The RNE is the national enterprise register. The greffe is the court registry office, while INPI is the national industrial-property institute that also supports the single-window system for business formalities. A SIREN is the nine-digit identifier of the legal entity; a SIRET identifies an establishment. These numbers should be checked against the accounting software and every invoice before the first accounts are finalised.

The core accounts normally include the balance sheet, the income statement and the notes. The notes explain information that cannot be understood from the primary statements alone. Article L. 123-14 requires annual accounts to be regular, sincere and to give a true and fair view of the company’s assets, financial position and result. The current wording can be checked in the official Légifrance section on merchants’ accounting obligations. A new company should not use its limited trading history as a reason to omit material commitments, related-party balances, capital transactions or expenses paid by the founder.

For an international group, intercompany transactions deserve a separate reconciliation. List services provided by the foreign parent, management fees, software licences, shareholder loans, cash-pooling entries, reimbursement of incorporation costs and any transfer of staff or assets. Identify the invoice, agreement, amount, currency, exchange rate, VAT treatment and accounting period. The French company’s first accounts should explain the local entity’s own transactions; the parent’s consolidation pack does not remove the need to record the French company’s local obligations.

Foreign-language documents can be used in the preparation process, but the final French accounting documents must comply with Article L. 123-22. An English trial balance can be a working paper. It should be mapped to the French chart of accounts and transformed into the French statutory presentation by the accounting professional responsible for the file. Do not ask a translator to translate account labels in isolation without giving the accounting context. “Retained earnings,” “share premium,” “accrual,” “provision,” “director’s current account” and “beneficial owner” can have different legal or accounting consequences when moved between systems.

The approval evidence is as important as the numbers. For a company with foreign shareholders, the file should normally contain the following:

• the current articles of association and a current Kbis or RNE registration extract;
• the accounts version sent for approval and the final version filed;
• the management report and statutory auditor report where applicable;
• the proposed allocation of the result and the adopted resolution;
• the notice, agenda, attendance record, proxy or written-consultation evidence;
• the foreign shareholder’s corporate extract and proof that the signatory could bind it on the decision date;
• the French mandate if an accountant, lawyer or other agent submits the filing; and
• the electronic receipt, registry message and final filed PDFs.

A foreign legal person should anticipate the documentary requirements of the recipient. A registry, bank or public authority may request a recent foreign corporate extract, an apostille or legalisation, and a certified French translation, depending on the document and country of origin. The correct question is not whether every document must always be apostilled. The correct question is which document proves which fact, which recipient will receive it, and what form that recipient accepts. Keep the original, the translation, the certification and the date in an evidence index.

The filing route also needs to be identified. Official Service Public information on depositing annual accounts explains that the filing can be made through the electronic business-formality route or, under the applicable arrangements, with the registry. The company’s director or an authorised proxy may submit the file. Electronic documents need to be legible, correctly named and within the platform’s technical limits. A foreign founder should not wait until the filing deadline to discover that the French entity’s electronic account is linked to a former officer, that the mandate has expired, or that the signing method is not accepted.

The INPI business-formality resources provide the official starting point for electronic procedures, including the INPI business formalities portal information. A filing through a single window does not make the content self-validating. The applicant remains responsible for selecting the correct legal entity, uploading the correct accounts and responding to a registry request. Save the submission receipt and every message. A screenshot without the underlying submitted file may not prove what was actually transmitted.

Confidentiality should be considered at the same time as the filing, not after the accounts become public. Article L. 232-25 of the Commercial Code permits qualifying micro-enterprises to declare that their annual accounts will not be made public, subject to exclusions. It also provides limited publication options for qualifying small and medium-sized enterprises, with group exclusions and access for certain authorities, lenders and investors. The current statutory text is available at Article L. 232-25 on Légifrance. Foreign ownership does not itself create a confidentiality right, and a group company must check the thresholds and exclusions rather than selecting “private” by habit.

A good first-year file contains a one-page identity sheet. It states the French company’s legal name, form, SIREN, registered office, closing date, approval deadline, filing deadline, accounting contact, authorised filer, shareholder contact and escalation lawyer. It links to the current articles, the Kbis or RNE record and the parent-company authority documents. That sheet is not a legal substitute for the documents, but it makes it much harder for a foreign management team to use an obsolete date or an obsolete entity.

B. What Happens If Approval or Filing Is Late?

Late filing creates more than a late administrative task. The annual accounts inform creditors, customers, lenders, investors, suppliers and courts about the company’s financial position. A foreign director may be physically outside France, but the French company’s statutory obligations remain attached to the French entity and its governing bodies. The first response to a missed date should be a controlled reconstruction of the legal and accounting position, not an unexplained upload of whatever document is easiest to find.

There are two different problems. The first is failure to approve the accounts on time or failure to make the required corporate decision. The second is failure to file after approval. They can overlap, but their legal analysis is not identical. The filing period in Articles L. 232-22 and L. 232-23 is tied to approval. The company must still prepare accounts and take the required decision even if the filing deadline has not yet started because approval has not occurred.

The recent criminal decision Cass. crim., 7 January 2026, no. 24-83.864 is important for this distinction. The Court of cassation held that, “en l’absence d’approbation des comptes annuels 2013 et 2014 par l’assemblée générale des actionnaires, le délai d’un mois prévu par l’article L. 232-23 du code de commerce pour les déposer au greffe n’a pas commencé à courir.” The decision also required the lower court to verify whether the company was a single-shareholder company and whether its articles provided a relevant deadline. This is not a licence to postpone the accounts indefinitely. It is a warning to identify the approval event and the applicable SAS or SASU rule precisely before calculating a filing offence.

Failure to deposit the documents can also expose the company to a fifth-class contravention under Article R. 247-3 of the Commercial Code. The provision refers to the obligations in Articles L. 232-21 to L. 232-23 and to the fine framework in Article 131-13 of the Penal Code. The official text of Article R. 247-3 should be read with the current penalty provision rather than with an old blog summary. Service Public’s annual-accounts guidance identifies a €1,500 fine, increased to €3,000 for a repeat offence, subject to the legal conditions. The amount is only one part of the risk: late accounts can affect financing, commercial credibility, a due-diligence process and the director’s management record.

The registry or an interested person may seek a court order. Article L. 123-5-1 provides that, at the request of any interested person or the public prosecutor, the president of the court ruling in urgent proceedings may order the director, under a daily penalty, to deposit the required documents. The exact statutory phrase is “peut enjoindre sous astreinte au dirigeant.” The full provision, including the possibility of appointing a representative to perform the formalities, is available at Article L. 123-5-1 on Légifrance.

The case law shows why a foreign founder should act before a court application is served. In Cass. com., 24 June 2020, no. 19-14.098, the Court of cassation upheld an order concerning several years of missing accounts and recorded an injunction backed by a daily penalty. In examining the privacy objection of a sole shareholder, the Court stated that the publication-related interference “est donc proportionnée” to the legitimate purpose of detecting and preventing business difficulties. The ruling confirms that the public character of accounts is not normally defeated by a general personal-privacy objection from the sole shareholder.

Third parties may also have an interest in obtaining compliance. In Cass. com., 3 March 2021, no. 19-10.086, the Court explained that the special actions under Articles L. 123-5-1 and R. 210-18 “ne sont pas exclusives de celle fondée sur les dispositions de droit commun” of Article L. 232-23. The case concerned companies seeking publication of another company’s accounts. For a foreign-owned French company, this means that a customer, competitor, co-contractor or other interested party may make the missing filing a live commercial dispute rather than leaving it inside the founder’s private checklist.

The commercial consequences can be personal in some circumstances. In Cass. com., 3 May 2018, no. 16-23.627, the Court considered late filing of a SARL’s accounts among the facts relied on to characterise a management fault and personal liability in the case before it. Liability is fact-sensitive and cannot be inferred mechanically from every late filing. The decision nevertheless explains why the director should preserve evidence of the cause of delay, the corrective action, the company’s financial position and the steps taken to protect creditors and counterparties.

If the first accounts are late, use a five-stage remediation sequence:

1. Freeze the dates. Confirm the registration date, closing date, legal form, articles, shareholder structure, approval rule and the date on which any statutory auditor’s report was available.
2. Reconstruct the records. Reconcile the French bank account, capital, founder expenses, parent-company invoices, loans, VAT, payroll and outstanding liabilities. Obtain missing invoices and contracts; do not fabricate a clean year-end file from bank statements alone.
3. Take the corporate decision correctly. Prepare the accounts, reports, resolutions, proxy and minutes required by the articles and the legal form. If the accounts cannot be approved, record the refusal and the reason rather than pretending that approval occurred.
4. File promptly through the correct route. Submit the approved accounts or the required refusal deliberation, the result-allocation documents and any confidentiality declaration. Keep the receipt and answer any registry request.
5. Assess exposure. Check whether a fine, injunction, daily penalty, lender notification, director-liability issue, audit issue or commercial disclosure must be addressed. A French lawyer and the accounting professional should coordinate the response.

Do not solve a late filing by changing the closing date retrospectively in the accounting software. A genuine change of financial year may be possible, but it needs the correct corporate decision, effective date, accounting treatment and tax review. Nor should the company create a second set of accounts merely to satisfy an English parent’s reporting calendar. Keep the French statutory file, group reporting file and management forecast distinct, then reconcile them.

Finally, review whether a statutory auditor is required. A SAS may have to appoint a commissaire aux comptes when the applicable thresholds or group situations are met, and other forms have their own rules. The auditor’s appointment, report and information request can change the approval calendar. The absence of an auditor’s report where one is required is a defect in the preparation process, not a minor missing attachment. Conversely, an unnecessary assumption that every new company needs an auditor can create cost and delay. Check the current form, thresholds and group perimeter for the particular company.

For a foreign founder, the best protection is a dated evidence chain. Keep the closing calculation, trial balance, inventory support, final accounts, report, shareholder notices, authority documents, signed decision, filing receipt and any registry correspondence in one controlled folder. Give the foreign parent read access, but appoint one person who owns the French deadline. If a question later arises about the Kbis, the greffe, INPI, the RCS, the RNE, URSSAF or a tax service, the company should be able to show the same legal identity and the same date logic to each recipient.

Conclusion

The first annual accounts of a French company become manageable when the founder separates the first accounting year from the approval event and the registry filing. Read the closing date in the articles and registration file; calculate whether the first year is short, ordinary or longer than twelve months; prepare French statutory accounts in euros; obtain the correct shareholder or sole-shareholder decision; then file the required package within the one-month paper or two-month electronic period that follows approval under the relevant rule. A multi-member SAS requires particular attention to its articles, while a SASU and a SARL or EURL follow more specific statutory pathways.

Foreign ownership does not remove the obligation and remote management does not remove the need for evidence. A Kbis, a foreign parent’s consolidated report, an English trial balance or an email approval cannot replace the French company’s own accounts and corporate records. If the deadline has been missed, reconstruct the dates and documents, approve or record the refusal correctly, file without delay and assess any fine, injunction or liability issue with coordinated legal and accounting advice.

Need a quick opinion on your case?

We offer a telephone consultation within 48 hours with a lawyer from the firm for questions about a French company’s first accounting year, approval process or registry filing.

We can review the closing date, shareholder authority, accounts package and response to a registry request before the next deadline.

Call +33 6 46 60 58 22 or use our contact form.