Living Abroad? How to Approve Your French Company’s Annual Accounts and Bring Dividends Home Legally
You live in London, Dubai, New York or Singapore, and you own a French company — usually a SAS (société par actions simplifiée, the flexible joint-stock company foreigners love) or a SARL (société à responsabilité limitée, the classic limited liability company). The business runs, the accountant in Paris sends you a thick file every spring, and you ask yourself a simple question: how do I sign off the accounts from abroad, and when can I finally move the profits to my own bank account?
French law answers with a strict yearly ritual that every foreign owner must respect. First, the shareholders must approve the annual accounts within six months of the financial year-end. Second, the approved accounts must be filed with the greffe (the registry office of the commercial court), which publishes a notice in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette for company filings). Only third — and only if the accounts show profits that the law allows to distribute — can the shareholders vote a dividend. Skip one step, vote the dividend at the wrong meeting, or pay yourself out of money that is not legally distributable, and the payment is a dividende fictif (a fictitious dividend): it can be reclaimed, taxed, fined, and in serious cases punished as a criminal offence.
This guide walks you through the two stages in order: getting the approval right from abroad, then bringing the money home without breaking French company or tax law. It explains every French acronym on the way, quotes the exact statutes and the latest Cour de cassation ruling on dividend timing, and ends with a practical checklist for owners who never set foot in France during the process. If you are setting up the company itself, start with our complete guide to setting up a company in France as a foreign founder, which covers the bank account, the Kbis (the official company identity certificate issued by the greffe) and VAT registration.
I. How foreign owners approve French annual accounts from abroad
A. The six-month decision: collective vote in a SAS, formal assembly in a SARL, signature alone if you are the only shareholder
Everything starts with the accounts drawn up by the management: the bilan (balance sheet), the compte de résultat (profit and loss account) and the annexe (notes), plus the rapport de gestion (management report) and the inventaire (inventory of assets and liabilities). In a SARL, the gérant (the statutory manager) prepares these documents and must submit them to the shareholders for approval within six months of the year-end. Article L223-26 of the Commercial Code states: “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.” In plain English: the management report, the inventory and the annual accounts drawn up by the managers are submitted for approval to the shareholders meeting in assembly, within six months of the close of the financial year, unless a court extends the deadline. The full text is on Légifrance, article L223-26 of the Commercial Code.
In a SAS, the rule is more flexible but the deadline is the same. The statutes — the articles of association you signed at incorporation — decide which decisions must be taken collectively and how. Article L227-9 of the Commercial Code provides: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” The statutes determine which decisions must be taken collectively by the shareholders, in the forms and conditions they set. But there is a hard core the statutes cannot hand to the president alone: decisions on “comptes annuels et de bénéfices”, the annual accounts and profits, must be taken collectively by the shareholders. See Légifrance, article L227-9 of the Commercial Code. If you own 100 percent of a SASU (société par actions simplifiée unipersonnelle, a one-shareholder SAS) or an EURL (entreprise unipersonnelle à responsabilité limitée, a one-member SARL), the exercise is simpler: the sole shareholder approves the accounts, and the statute says “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 approves the accounts, after the report of the statutory auditor if there is one, within six months of the year-end. The sole shareholder cannot delegate this power, and the decision must be written into the company’s register of decisions.
From abroad, you have four practical routes, and you should pick yours before the six months run out. First, the written consultation: in a SARL, the statutes may allow all or some decisions to be taken by consulting the shareholders in writing, including electronically, instead of holding a physical meeting. The shareholders receive the accounts, the proposed resolutions and, where applicable, the auditor’s report, then return signed voting forms. This is by far the easiest route for two or three foreign shareholders scattered across countries. Second, the unanimous written act: all shareholders sign the same document approving the accounts, which counts as a collective decision. Third, the video assembly: shareholders join by a telecom link that identifies them, and the statutes may allow voting by correspondence using a standard form. Article L223-27 of the Commercial Code opens with the principle “Les décisions sont prises en assemblée.” Decisions are taken in assembly — then immediately allows the statutes to provide otherwise: “Les statuts peuvent admettre le vote par correspondance au moyen d’un formulaire dont les mentions sont déterminées par décret en Conseil d’Etat.” The statutes may allow voting by correspondence using a form whose content is set by decree. Full text on Légifrance, article L223-27 of the Commercial Code. The practical warning is that video participation in the very meeting that approves the accounts is the most delicate configuration, so check that your statutes expressly authorise it; where they do not, use the written consultation or the unanimous act instead. Fourth, the proxy: you give a written power of attorney to someone who attends in Paris — your lawyer, your accountant, your co-shareholder — with precise voting instructions.
Whatever the route, three formalities decide whether your approval survives a later challenge. The shareholders must receive the accounts, the reports and the draft resolutions before they vote, within the time limits set by decree; a decision taken without that prior information can be annulled. The minutes must record the quorum, the majority, each resolution and its result, and be signed and kept with the company’s registers. And if there is a commissaire aux comptes (the statutory auditor, mandatory above certain turnover, balance-sheet and headcount thresholds), his report must be presented before the vote. Foreign owners often ask whether the minutes can be in English: keep the French original as the legally binding version and add an English courtesy translation underneath, because the greffe, the tax authorities and the courts work in French. Electronic signatures on PDF minutes are accepted in practice, and the whole package can be handled by email with your accountant — but keep proof of sending and receipt for every shareholder.
If the six-month deadline slips, do not simply vote late in silence. In a SARL, the president of the competent court, ruling in summary proceedings under article L223-26 of the Commercial Code, can order the managers to convene the meeting, if needed under a daily penalty, at the request of the public prosecutor or any interested person. The statute says: “Si l’assemblée des associés n’a pas été réunie dans ce délai, le ministère public ou toute personne intéressée peut saisir le président du tribunal compétent statuant en référé afin d’enjoindre, le cas échéant sous astreinte, aux gérants de convoquer cette assemblée ou de désigner un mandataire pour y procéder.” If the shareholders meeting has not been convened within that time, the public prosecutor or any interested party may apply to the president of the competent court ruling in interim proceedings to order the managers, if necessary under penalty, to convene the meeting or to appoint an agent to do so. A court can also extend the six-month period on request, which is the clean way to buy time when the auditor is late or documents are stuck abroad. Late approval does not automatically void the accounts, but it exposes the managers to a court order, damages claims from creditors, and a red flag in any later tax audit or financing round.
B. Filing the approved accounts at the greffe: the one-month and two-month depot, the BODACC notice, and why banks check it
Approving the accounts is only half the job. The approved accounts must then be deposited — le dépôt des comptes — at the greffe of the commercial court for attachment to the registre du commerce et des sociétés (the trade and companies register, the public file behind your Kbis). For sociétés par actions, which include the SAS, article L232-23 of the Commercial Code 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”. Every company limited by shares must file with the court registry, for attachment to the trade and companies register, within one month of approval of the annual accounts by the shareholders meeting, or within two months of that approval where filing is done electronically. See Légifrance, article L232-23 of the Commercial Code. The file includes the annual accounts, the management report, the auditor’s report where one exists, and, for groups, the consolidated accounts. SARLs follow the same practical circuit through the electronic one-stop shop (guichet unique) operated with the INPI (Institut national de la propriété industrielle, the French intellectual property and companies office), which routes the filing to the competent greffe.
Three French acronyms dominate this stage, and every foreign owner should know them. The greffe is the clerk’s office of the commercial court that keeps your company’s public file. The Kbis is the extract of that file: the official birth certificate of your company, showing its name, capital, directors, address and registration number, which every bank, notary and serious supplier will ask for. The BODACC is the official gazette in which a notice of filing is published, so anyone can check that your company files on time. Filings are now made electronically, and the two-month electronic deadline of article L232-23 is the one almost every foreign-owned company uses. Keep the filing receipt (récépissé de dépôt) with your minutes: it proves the date of filing if a partner, a bank or a judge ever asks.
Missing the filing is a slow poison rather than an instant fine. The public file shows a gap year, which banks read as distress when you ask for a loan, an overdraft or even a simple account update; buyers read it as a discount signal in an acquisition audit; and the URSSAF (the social-security collection agency) and the tax authorities read late filers as audit candidates. Any interested person can ask the court to order the filing under penalty, repeating the mechanism of article L223-26. Persistent failure can also block distributions: an auditor will refuse to certify an interim balance sheet for advance dividends if prior accounts were never filed, and a buyer will hold back part of the price until the file is clean. The practical discipline is therefore simple: approve within six months, file within two, and diary both dates the day the financial year closes — 30 June and 31 August for a 31 December year-end. Small companies can file with a confidentiality option for the profit and loss account, but the balance sheet and the fact of filing stay public; your accountant will tick the right box.
Foreign owners sometimes discover at this stage that the company’s address, directors or capital changed during the year and were never registered. Use the accounts campaign as a yearly health check: is the siège social (registered office) still correct, is the president or gérant shown on the Kbis still in office, does the capital match the statutes, is the bénéficiaire effectif (beneficial owner) declaration up to date with the INPI register? Each of these has its own filing, and bundling them with the accounts filing saves a second round of fees and delays. If you moved the registered office to Paris or elsewhere in Île-de-France, the competent greffe changes and the filing goes to the new court — another reason to update the address first and file the accounts second.
II. How foreign shareholders take dividends home without breaking French law
A. Only distributable profits pay dividends: bénéfice distribuable, reserves, and the Cour de cassation warning on retained earnings
The golden rule of French dividends sits in two short articles that every foreign shareholder should read before touching a euro. Article L232-11 of the Commercial Code defines the pot: “Le bénéfice distribuable est constitué par le bénéfice de l’exercice, diminué des pertes antérieures, ainsi que des sommes à porter en réserve en application de la loi ou des statuts, et augmenté du report bénéficiaire.” The distributable profit is made of the profit for the year, minus prior losses and the sums to be placed in reserve as required by law or the statutes, plus the retained earnings carried forward. The meeting can also distribute sums taken from free reserves, naming the reserve accounts used. But there is a floor: “Hors le cas de réduction du capital, aucune distribution ne peut être faite aux actionnaires lorsque les capitaux propres sont ou deviendraient à la suite de celle-ci inférieurs au montant du capital augmenté des réserves que la loi ou les statuts ne permettent pas de distribuer.” Except in a capital reduction, no distribution may be made if the shareholders equity is or would become lower than the capital plus the non-distributable reserves. Full text on Légifrance, article L232-11 of the Commercial Code. Article L232-12 then gives the procedure: “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.” After approval of the annual accounts and confirmation that distributable sums exist, the general meeting sets the share paid to shareholders as dividends. And it ends with the threat: “Tout dividende distribué en violation des règles ci-dessus énoncées est un dividende fictif.” Any dividend distributed in breach of these rules is a fictitious dividend. See Légifrance, article L232-12 of the Commercial Code. A fictitious dividend must be repaid, triggers tax reassessments with penalties, and can lead to criminal prosecution of the managers who arranged it.
The Cour de cassation (France’s supreme court for civil and criminal matters) tightened this further in a decision of 12 February 2025 that every foreign seller and buyer of a French company should know. In that case, the shareholders of a SAS had approved the 2016 accounts and carried the profit to report à nouveau (retained earnings), then, at a second meeting on 3 July 2017 — after signing a promise to sell their shares — voted a 60,000 euro dividend taken from those retained earnings. The buyer refused to pay, arguing the second meeting could not distribute profits carried forward by the first. The Court held that the retained earnings of one year are folded into the distributable profit of the next year, so that, and I quote, “seule l’assemblée approuvant les comptes de cet exercice pourra décider son affectation et, le cas échéant, sa distribution” — only the meeting approving the accounts of that later year can decide their allocation and, where applicable, their distribution. A meeting other than the one approving the accounts therefore incurs nullity if it distributes a dividend taken from prior retained earnings. But — and this is the sting — the Court added that under articles 1103 of the Civil Code and L235-1 of the Commercial Code, “les délibérations d’une société commerciale s’imposent aux associés tant que la nullité n’en a pas été prononcée” — a company’s resolutions bind the shareholders until their nullity has been pronounced. So the irregular dividend stood until a court annulled it, and the sellers won payment. The reference is Cour de cassation, Commercial Chamber, 12 February 2025, appeal no. 23-11.410, retrievable on the Cour de cassation Judilibre search with pourvoi number 23-11.410. The lesson for foreign owners is double: distribute at the accounts meeting itself, naming the exact reserves used, and never assume an irregular dividend voted between two buyers will simply vanish — it binds everyone until a judge kills it.
In practice, the yearly sequence for a 31 December year-end looks like this. The accountant closes the books in spring and computes the bénéfice distribuable: current profit, minus absorbed prior losses, minus the 5 percent legal reserve top-up (until it reaches 10 percent of capital) and any statutory reserves, plus retained earnings. The shareholders meet before 30 June, approve the accounts, note the distributable sum on the record, vote the dividend per share or per quota, set the payment date, and file everything within two months. For a SARL, the majority needed is the one in the statutes within the legal framework; for a SAS, the statutes rule; for a sole shareholder, one signed page does all three jobs — approval, allocation, dividend. If you need cash mid-year, the statute offers acomptes sur dividendes (interim dividends): where an interim balance sheet, certified by a statutory auditor, shows a profit after depreciation, provisions, prior losses and required reserves, the meeting can distribute advances before the year-end approval. Small foreign-owned companies often have no auditor, which closes that door — another reason to plan the yearly dividend at the approval meeting rather than improvising in autumn.
Two traps catch foreigners in particular. The first is confusing cash with distributable profit: a full bank account means nothing if the balance sheet shows equity below the capital-plus-reserves floor, for example after a loss-making year or a big shareholder loan write-off. The second is distributing retained earnings at a special meeting months after the accounts meeting, for instance to fund the sellers just before a share sale — exactly the pattern the 2025 ruling punished with nullity. If a sale is coming, vote the dividend at the accounts meeting or write the pre-closing dividend into the share purchase agreement with a condition that the right meeting votes it. And keep the paper trail immaculate: signed accounts, signed minutes showing the distributable sum and the per-share dividend, proof of filing, and bank proof of payment. That file is what the tax auditor, the buyer’s lawyers and the URSSAF will all ask for.
B. The non-resident tax cut: withholding at source, treaty relief, and the SARL manager social-charges trap
Once the dividend is validly voted, France taxes it before it leaves the country. Dividends paid by a French company to shareholders who are not French tax residents suffer a retenue à la source (withholding tax) levied by the distributing company itself. Article 119 bis of the General Tax Code provides that “Les produits visés aux articles 108 à 117 bis donnent lieu à l’application d’une retenue à la source dont le taux est fixé par l’article 187 lorsque leurs bénéficiaires effectifs sont des personnes qui n’ont pas leur domicile fiscal ou leur siège en France” — income covered by articles 108 to 117 bis gives rise to withholding at the rate set by article 187 where the beneficial owners are persons without a tax domicile or seat in France. See Légifrance, article 119 bis of the General Tax Code. Article 187 then sets the rates, and I quote the two that matter: “12,8 % pour les bénéficiaires personnes physiques.” — 12.8 percent for individual beneficiaries — while for most other income, including dividends paid to foreign companies, the rate is “Celui prévu au deuxième alinéa du I de l’article 219 pour tous les autres revenus.” — the rate set by the second paragraph of article 219, I, for all other income, which tracks the standard French corporate income tax rate. Full text on Légifrance, article 187 of the General Tax Code. By contrast, individuals resident in France face a 12.8 percent levy collected at source under article 117 quater: “Les personnes physiques fiscalement domiciliées en France […] qui bénéficient de revenus distribués mentionnés aux articles 108 à 117 bis et 120 à 123 bis sont assujetties à un prélèvement au taux de 12,8 %” Individuals domiciled in France for tax purposes who receive the listed distributed income are subject to a 12.8 percent levy. See Légifrance, article 117 quater of the General Tax Code. That resident levy is only a down payment credited against the final income tax, while your non-resident withholding is generally final — unless a tax treaty says better.
Treaties are where foreign owners win or lose real money. France has signed over a hundred conventions fiscales (double-tax treaties) that typically cut the dividend withholding to 15 percent, 10 percent, 5 percent or even zero for parent companies holding a substantial stake, provided the recipient is the beneficial owner and meets substance conditions. The EU parent-subsidiary regime can exempt dividends paid to an EU parent holding at least 10 percent (or meeting the holding thresholds) under domestic exemptions mirroring the directive. Claiming the treaty rate is a paperwork exercise with hard deadlines: the foreign shareholder gives the French company a certificate of tax residence, the company applies the reduced rate if the file is complete, and any excess withheld is reclaimed from the French tax authorities using the 5000-series forms — notably form 5001-SD for the computation of withholding on dividends, available on impots.gouv.fr, form 5001-SD. The tax administration’s doctrine details the regime for income distributed by French companies to non-residents (see the BOFiP guidance RPPM-RCM on French-source distributions to non-residents and the BOFiP guidance on total or partial withholding exemptions). The company that pays without withholding is liable for the tax itself, so your French accountant will insist on the residence certificate before applying any treaty reduction — send it early in the year, not the week of the dividend.
The last trap is social, not fiscal, and it hits foreign founders who manage their own SARL. A gérant majoritaire (a manager holding more than half of a SARL) is not an employee but a travailleur indépendant (self-employed worker) affiliated to the French self-employed social-security system, and his contributions sit on a base defined by law. Article L131-6 of the Social Security Code states: “Les cotisations de sécurité sociale dues par les travailleurs indépendants non agricoles ne relevant pas du dispositif prévu à l’article L. 613-7 sont assises sur l’assiette définie à l’article L. 136-3.” Social-security contributions owed by non-agricultural self-employed workers outside the micro-regime are assessed on the base defined in article L136-3. See Légifrance, article L131-6 of the Social Security Code. In practice, dividends paid to a majority manager can attract social charges on top of tax, under conditions and thresholds the URSSAF checks closely — which is why taking everything as dividends instead of salary rarely escapes the French social system as cleanly as foreign blogs promise. By contrast, the président of a SAS is assimilé-salarié (covered by the general salaried scheme for pensions and health, without unemployment insurance), and his dividends are not salary — but they still suffer the withholding or the resident levy described above. The structuring question — salary versus dividends versus a mix — must be modelled each year with your accountant, because the answer moves with profit levels, your residence country, and the applicable treaty.
Close with a wiring checklist that works from any time zone. One, calendar: close, approve within six months, file within two, vote the dividend at the approval meeting. Two, papers: residence certificate to the paying company before the vote, minutes stating the distributable sum and the dividend, filing receipt, payment proof. Three, treaty: confirm the withholding rate with the convention between France and your country before the meeting, not after the cash has moved. Four, manager status: if you are the majority gérant of a SARL, have the accountant compute salary, dividend and social-charge scenarios in writing. Five, sale horizon: if you plan to sell within a year, align the dividend vote with the accounts meeting and the purchase agreement, remembering the 2025 ruling — a dividend stripped at an irregular interim meeting survives until a judge annuls it, which is the worst asset to fight over after closing.
Conclusion
Approving French accounts and taking dividends home from abroad is a two-lock door, and both locks turn in the same meeting. The shareholders first approve the accounts within six months, in the forms the statutes allow — written consultation, unanimous act, video assembly where authorised, or proxy — then they file with the greffe within one month, two electronically. Only on the basis of duly approved accounts showing a distributable profit can they vote the dividend, at that same meeting, naming the reserves used and respecting the equity floor. The 12 February 2025 ruling of the Commercial Chamber reminds owners that retained earnings belong to the next accounts meeting, and that an irregular dividend still binds everyone until annulled — so get the meeting right the first time. Then comes the border: 12.8 percent withholding for non-resident individuals, the corporate-rate-linked withholding for foreign companies, treaty reductions claimed with residence certificates and the 5000-series forms, and the social-charge overlay for majority SARL managers. Run this sequence every year with your accountant, keep every receipt, and the profits of your French company will reach your foreign account with their paperwork armour on.
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