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

Your French Company’s Legal Calendar: What a Foreign Owner Must Approve, File and Pay – and When

You formed your French company from abroad, received the Kbis (the official registration certificate that proves your company exists), opened the bank account, and started invoicing. Then the first year-end arrives, and with it a pile of letters you did not expect: the accountant asks for an annual general meeting, the greffe (the clerk’s office of the commercial court that keeps the company register) expects filed accounts, the tax office (Service des impôts des entreprises, known as the SIE) wants the corporate tax return, URSSAF (the social-security collection agency for employers) wants monthly payroll reports, and the beneficial-owners register (registre des bénéficiaires effectifs, or RBE) needs its declaration. Miss one of these steps and the consequences follow quickly in France: a court injunction to file, daily penalty payments, late interest on every tax debt, and a bank that freezes the account until the paperwork is in order.

This guide gives you, in English, the full legal calendar of a French company owned from abroad: what you must approve and file after year-end and by when, what you must declare and pay during the year, and how you fix a missed deadline without travelling to France. It covers the SARL (société à responsabilité limitée, the limited-liability company run by a gérant), the SAS (société par actions simplifiée, the flexible company run by a président), and the single-shareholder versions EURL and SASU. If you have not yet chosen your vehicle, start with our step-by-step guide to setting up a company in France as a foreign founder, then use this calendar to run it. Dates below use the classic 31 December year-end; if your financial year closes on another date, shift every deadline by the same number of months.

I. What your French company must approve and file after year-end, and by when

A. How a foreign owner approves the annual accounts within six months of year-end

Everything starts at closing. Once the financial year ends, the manager must draw up the inventory, the annual accounts and a written management report. The Commercial Code states it plainly: « A la clôture de chaque exercice le conseil d’administration, le directoire ou les gérants dressent l’inventaire, les comptes annuels conformément aux dispositions de la section 2 du chapitre III du titre II du livre Ier et établissent un rapport de gestion écrit. » In practice your French accountant prepares the balance sheet, the profit-and-loss statement and the notes (the annexe), and you, as the foreign owner, check that the figures match the bank statements and the invoices you actually issued. Do not sign off blindly: the accounts you approve determine the taxable profit, the distributable dividend and the story your balance sheet tells the bank.

The central deadline is the same for almost every company: the accounts must be approved within six months of year-end, so by 30 June for a 31 December closing. In a SARL, the rule reads: « Le rapport de gestion, l’inventaire et les comptes annuels établis par les gérants, sont soumis à l’approbation des associés réunis en assemblée, dans le délai de six mois à compter de la clôture de l’exercice sous réserve de prolongation de ce délai par décision de justice. » If the meeting is not held in time, the public prosecutor or any interested person can ask the president of the competent court, ruling in summary proceedings, to order the managers to convene the meeting, if necessary under a daily penalty. That sounds theoretical until a minority shareholder, a divorcing spouse or an unpaid supplier uses it. The documents, the text of the proposed resolutions and, where applicable, the statutory auditor’s report must be sent to the shareholders before the meeting, so plan for translation time when the shareholders live abroad and read English better than French.

In a société anonyme the same six-month logic applies to the ordinary general meeting: « L’assemblée générale ordinaire est réunie au moins une fois par an, dans les six mois de la clôture de l’exercice, sous réserve de prolongation de ce délai par décision de justice. » Most foreign-owned small companies are SAS rather than SA, and the SAS follows its own articles of association for collective decisions, with one hard core the statutes cannot remove: decisions on the annual accounts and profits must be taken collectively by the shareholders. For the one-person SASU, the sole shareholder approves the accounts, and the Code adds: « L’associé unique approuve les comptes, après rapport du commissaire aux comptes s’il en existe un, dans le délai de six mois à compter de la clôture de l’exercice. » The sole shareholder cannot delegate this power, and the decisions must be recorded in a register. If you are the only shareholder and also the président living in London, New York or Dubai, no travel is needed: you sign the written decision, file it in the company register, and the six-month deadline is met.

When several shareholders are scattered across countries, check what your statutes allow. Many SAS statutes and an increasing number of SARL statutes permit video-conference meetings and written consultation, which lets a foreign owner hold the meeting from abroad without a flight to Paris. If your statutes are silent or require physical presence, amend them before year-end rather than improvising an invalid meeting: a resolution adopted in breach of the convening rules can be annulled, and an annulled approval means the filing deadline described below never validly started. When the accounts are simply not ready — the accountant is late, an audit point is disputed, a foreign subsidiary’s figures have not arrived — do not let the six months expire silently. Both the SARL and the SA provisions quoted above allow an extension by court decision (prolongation par décision de justice): your lawyer files a short request to the president of the commercial court before the deadline, usually obtaining several extra months. The Paris practice is routine and quick when the request is filed early; filed late, it looks like an excuse and may be refused.

The same meeting decides what happens to the profit. Once the accounts are approved and distributable sums exist, the shareholders vote the dividend: « Après approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assemblée générale détermine la part attribuée aux associés sous forme de dividendes. » Foreign parents often prefer to leave the profit in the French company to fund growth, which is perfectly lawful through allocation to reserves or retained earnings (report à nouveau). But if dividends flow to a non-resident parent, French withholding tax and the applicable tax treaty enter the picture, a topic our guide to French corporate tax for foreign owners explains in detail. Record the allocation precisely in the minutes: the greffe will ask for the resolution on the use of profits at the filing stage, and a vague minute is the most common reason filings bounce back to foreign owners.

B. How a foreign company files its accounts with the greffe without receiving an injunction

Approval is only half the job. The accounts must then be filed with the greffe for publication, and the clock for this second step starts on the day of the approval meeting, not on year-end. The rule for companies limited by shares provides: « Toute société par actions est tenue de déposer au greffe du tribunal, pour être annexés au registre du commerce et des sociétés, dans le mois suivant l’approbation des comptes annuels par l’assemblée générale des actionnaires ou dans les deux mois suivant cette approbation lorsque ce dépôt est effectué par voie électronique », together with the annual accounts, the management report, the auditor’s report where one exists, and the approved resolution on the use of profits. SARL companies follow the same filing logic through the single-window company formalities portal (guichet unique) operated by the INPI (Institut national de la propriété industrielle, the French intellectual-property and business-formalities office). For a 31 December year-end with approval in June, electronic filing — the normal route for a foreign owner — is therefore due by the end of August. Our detailed walkthrough of when the first annual accounts of a French company are due covers the special case of the first, often longer, financial year.

File the complete pack, not a selection. The greffe expects the signed balance sheet, profit-and-loss account and notes, the management report where required, the auditor’s report if the company has one, and the minutes or an extract showing the approval vote and the exact allocation of profits. Small companies may file under a confidentiality option that keeps the profit-and-loss account out of public view, or a simplified presentation depending on size thresholds your accountant will confirm. Filing is done online through the guichet unique, which forwards to the greffe of the company’s registered office (siège); the greffe of the Paris commercial court, now the tribunal des activités économiques de Paris, publishes practical checklists each year, confirming the six-month meeting rule, the one-month paper deadline and the two-month electronic deadline. Keep the filing receipt: banks, landlords and major customers increasingly ask for proof that the accounts were actually filed before renewing credit lines or leases.

When nothing is filed, the system does not wait. The president of the commercial court can send the manager an injunction to file within one month, at the request of the public prosecutor or any interested person — and in practice the greffe’s monitoring software triggers these letters automatically a few months after the missed deadline. If the company still does not comply, the court can attach a daily penalty payment (astreinte) for each day of delay, then order the company to pay the accumulated sum. A foreign director who ignored the French letter because it looked like routine mail discovers the problem when the company’s bank, reviewing its file, notices the accounts were never published and freezes new financing until the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where filings are announced) shows the company in order. Single-shareholder companies get one narrow relief confirmed by both the statute and the Paris greffe: when the sole shareholder personally runs the company as président or gérant, depositing the signed inventory and accounts stands in for the approval decision, so no separate minutes need be filed. Everyone else must produce the meeting paper trail.

A late filing can still be regularised. File the missing accounts through the guichet unique as soon as the accountant finalises them, answer any injunction letter within the one-month window it sets, and ask the court to lift or moderate the daily penalty once the filing is complete — judges respond far better to a company that filed late than to one that argues. Document every step in English and French for the group file abroad: the filing receipt, the BODACC notice, the reply to the injunction. These three papers close the incident and restore the company’s public record, which is what lenders and partners check.

II. What your French company must declare and pay during the year, and how to fix a missed deadline from abroad

A. How a foreign-owned company pays corporate tax, VAT and payroll charges on time

Corporate income tax (impôt sur les sociétés, known as IS) runs on its own calendar, separate from the accounts approval. Companies liable for IS must file the tax return for their business profits, and the Code sets the headline deadline: « Si l’exercice est clos le 31 décembre ou si aucun exercice n’est clos au cours d’une année, la déclaration est à déposer au plus tard le deuxième jour ouvré suivant le 1er mai. » In practice the return (form 2065-SD and its appendices) is filed electronically through the company’s impots.gouv.fr professional account at the start of May, while the tax itself is paid in instalments during the year with a final balance once the return fixes the exact profit. A foreign shareholder who confuses the two calendars — approving accounts in June but forgetting the May tax return — collects the classic double penalty: late interest plus a surcharge on the unpaid balance. Give your accountant access to the impots.gouv.fr professional space early, because activating it from abroad with a foreign phone number is the step that always takes longer than expected.

Value-added tax (taxe sur la valeur ajoutée, TVA — the French VAT) is the monthly discipline most foreign owners underestimate. Every VAT-registered business must report to its SIE, since « Tout redevable de la taxe sur la valeur ajoutée identifié conformément aux dispositions combinées des articles 286 ter et 286 ter A est tenu de remettre au service des impôts dont il dépend et dans le délai fixé par arrêté une déclaration conforme au modèle prescrit par l’administration. » Under the standard real regime (régime réel normal), the CA3 return is filed and the VAT due is paid every month, with a quarterly option where the annual VAT bill stays below 4,000 euros. The return lists total transactions and taxable ones in detail, and it is also the document through which you reclaim input VAT on French expenses. A foreign e-commerce business selling to French consumers without any French company still has VAT duties — distance-sale thresholds, the EU One-Stop Shop, or a French registration — so align the VAT position before the first shipment, not after the SIE asks questions. Keep the French VAT number active and consistent with the VIES European database, because customers check it before paying large invoices.

From the first hire, social charges join the calendar. Every employer of salaried staff must send the monthly online payroll return, the déclaration sociale nominative (DSN), since the law provides: « une déclaration sociale nominative établissant pour chacun des salariés ou assimilés le lieu d’activité et les caractéristiques de l’emploi et du contrat de travail, les montants des rémunérations, des cotisations et contributions sociales et la durée de travail retenus ou établis pour la paie de chaque mois », addressed each month to the URSSAF network and related bodies. The DSN carries, employee by employee, the workplace, the contract terms, the pay, the contributions and the working time for the month, plus every hiring, suspension or departure. It is due each month by the date shown on the net-entreprises portal, and the associated contributions are paid alongside it. One missed DSN triggers an automatic reminder, then an estimate (taxation d’office) that is always higher than the real amount — so foreign founders who run payroll through a French provider should still diarise the deadline and check each month that the provider actually filed.

Two annual items complete the picture. The local business tax, the cotisation foncière des entreprises (CFE, charged on the premises the company occupies), starts with a declaration: « Les contribuables doivent déclarer les éléments servant à l’établissement de la cotisation foncière des entreprises l’année précédant celle de l’imposition au plus tard le deuxième jour ouvré suivant le 1er mai », with a provisional declaration before 1 January where premises were created or changed during the year. The CFE bill then arrives in autumn and is paid by the date printed on the notice; a company that moved offices mid-year and forgot the declaration often pays on the wrong premises for years. Finally, the beneficial-owners declaration (RBE) identifies the humans who ultimately control the company: companies « déclarent au registre du commerce et des sociétés, par l’intermédiaire de l’organisme mentionné au deuxième alinéa de l’article L. 123-33 du code de commerce, les informations relatives aux bénéficiaires effectifs », covering identity details, home address and the nature of control. File it through the guichet unique when the company is formed and update it every time the ownership chain changes — a capital increase subscribed from abroad, a new holding company above the French vehicle, a shareholder’s move. Banks now check the RBE before releasing funds, and an outdated declaration is a standard reason for a frozen account, as our guide on fixing a missed beneficial-owners filing from abroad explains.

B. How a foreign owner catches up a missed deadline from abroad, with Paris and Île-de-France specifics

When a deadline is already missed, work in this order: stop the bleeding, regularise, then contest what can fairly be reduced. First, calendar the exact expiry from the letter you received — an injunction gives one month, a tax reassessment proposal gives thirty days to reply, a penalty notice sets its own payment date — and reply inside it, even briefly, because silence converts a reducible surcharge into a final one. Second, file or pay what is missing through the proper channel: accounts through the guichet unique to the greffe, tax returns and payments through the impots.gouv.fr professional account to the SIE, payroll through the DSN portal, the RBE through the company formalities route. A file completed late almost always costs less than a file left open, since every French penalty regime rewards the taxpayer who comes forward.

Understand what lateness costs so you can decide what to challenge. Any tax debt not paid by the legal deadline bears late interest by operation of law: « Toute créance de nature fiscale, dont l’établissement ou le recouvrement incombe aux administrations fiscales, qui n’a pas été acquittée dans le délai légal donne lieu au versement d’un intérêt de retard. » Surcharges for late filing or late payment are added on top, at rates that escalate where the administration had to intervene first. The practical consequence for a foreign owner is that a six-month delay on a significant IS balance or a year of unfiled CA3 returns produces a bill far larger than the original tax — which is precisely why the fastest return on a lawyer’s first hour is often a payment plan (délai de paiement) negotiated with the SIE while the contestation runs its course, stopping enforcement without conceding the merits.

Contestation follows a fixed path. Against a tax surcharge or reassessment, file a formal claim (réclamation contentieuse) with the SIE that issued it, setting out the facts in English-backed evidence and the legal argument in French, within the claim deadline on the notice; if the administration rejects it expressly or stays silent, appeal to the administrative court. Against a greffe injunction or a daily penalty, write to the president of the commercial court showing the filing is now complete and asking for discharge or moderation of the penalty, attaching the filing receipt and the BODACC notice. Against a URSSAF estimate after a missed DSN, file the missing returns first and dispute the estimate before the friendly-appeals board (commission de recours amiable) and then the judicial court if needed. In every forum, three exhibits decide the outcome: proof of the real date (postmark, portal receipt, bailiff’s report), proof of good faith (first offence, accountant’s failure documented, immediate correction), and proof of payment or guarantee for the undisputed part. Foreign companies that pay what they plainly owe while fighting what they genuinely dispute settle faster and for less.

Paris and Île-de-France add their own practical layer. Companies seated in Paris file with the greffe of the tribunal des activités économiques de Paris, which runs the busiest counter in France and answers complete electronic files fastest — so a Paris-seated company owned from abroad should always file through the guichet unique rather than sending paper across borders. Requests to extend the six-month approval deadline go to the president of the court of the company’s siège: Paris for a Paris siège, otherwise Nanterre, Bobigny, Créteil or the other commercial courts of the inner and outer suburbs, each with its own filing habits your lawyer knows. Tax correspondence follows the SIE of the siège’s district, reachable through the impots.gouv.fr secure messaging, which accepts English-language attachments alongside a short French cover note. And when a meeting with the authorities becomes unavoidable, Paris offers the full range of professionals — bilingual accountants, auditors and counsel — within a metro ride of every court and tax office, which is one reason foreign groups keep their French holding in the capital even when operations sit elsewhere.

Conclusion

The French legal calendar is demanding but entirely predictable: approve the accounts within six months of year-end, file them with the greffe within one month of approval or two months electronically, return the corporate tax result by the second working day after 1 May, report and pay VAT every month or quarter, send the DSN every month from the first hire, declare the CFE base by the same May deadline, and keep the beneficial-owners declaration current with every ownership change. Each deadline has a named recipient — the shareholders in meeting, the greffe, the SIE, URSSAF, the company register — and each missed deadline has a known repair route: extension by the court president, late filing through the guichet unique, formal claim to the SIE, moderation of the daily penalty. A foreign owner who keeps this calendar, empowers a local accountant with real portal access, and reacts to the first letter within its stated window runs a French company as safely from Sydney or San Francisco as from the 8th arrondissement. The companies that suffer are never those with complex structures; they are those that discover the calendar from an injunction.

Need a quick opinion on your case

Year-end approaching for your French company, a greffe injunction or an SIE penalty already received, or a filing you cannot complete from abroad? Get a phone consultation within 48 hours with a lawyer from our firm. Call +33 6 46 60 58 22 or write through our contact page. We assist foreign companies in Paris and across Île-de-France, in English, from the first approval of accounts to the contestation of penalties.

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

What our clients say

Janou SAMUEL
3 weeks ago

Thank you to Maître KOHEN for his analyses of recent case law regarding fraudulent concealment in real estate sales. This reinforces my decision to pursue an action for rescission that I am considering after acquiring a house affected by serious defects intentionally concealed by the seller and not reported by the real estate agent; also defects (rising damp) characterized by progressive through-cracks and damp patches, not reported by the real estate agent… Worse, defects concealed by the latter or on his initiative under a coat of paint and polystyrene tiles glued to the ceiling of a bedroom. And said real estate agent was the drafter of the preliminary contract, which naturally contains no information regarding any of these defects. I would just add that, being 77 years old and suffering from cognitive impairment, I am certain the real estate agent thought I would not be able to uncover the deception and, above all, characterize fraudulent intent, let alone initiate legal proceedings given the complexity and length of the process... That is why I am opting for criminal proceedings, insofar as the intentional concealment of defects by the seller and then by the real estate agent

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Paul MALIK (powlo)
3 months ago

Maître Reda KOHEN assisted me in a dispute concerning a sale agreement with a defaulting party. He provided professional and responsive support, and I highly recommend him.

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Reply from the firm

Legal advice is only valuable if it arrives on time — delighted to have been there when needed. Thank you for your kind words.

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4 months ago

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Reply from the firm

The return of the security deposit is a more common rental dispute than one might think; glad that the situation was resolved quickly. Thank you for this feedback.

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4 months ago

Excellent support from Maître Kohen in a case combining business law and real estate law. Clear legal analysis from the first meeting, right through to the hearing. Professional and accessible lawyer, I highly recommend his firm in Paris 17.

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Reply from the firm

Cases at the intersection of business law and real estate law require a comprehensive overview — that's the core of the firm's practice, from the initial meeting to the hearing. Thank you for this precise recommendation.

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4 months ago

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Reply from the firm

Collecting unpaid rent requires a procedure handled from start to finish, without downtime — glad to have seen yours through to completion. Thank you for this testimonial.

Cha
4 months ago

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Reply from the firm

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5 months ago

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Reply from the firm

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

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6 months ago

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Reply from the firm

A big thank you for this feedback. It is exactly this kind of return that gives full meaning to our commitment to real estate law in Paris. Your satisfaction is our best recommendation.