You live in London, New York, or Dubai, and your French company runs without you setting foot in France. Then a letter arrives from the greffe, the clerk’s office of the French commercial court, reminding you that your annual accounts have not been filed. Or your French accountant writes that the six-month deadline to approve the accounts expired last week and asks for a court order to buy time. Or a minority shareholder threatens to have the yearly meeting annulled because the profits were parked in reserves three years in a row. This guide, written in English for foreign founders and foreign companies doing business in France, sets out the full annual legal calendar of a French company: approving the accounts at the yearly meeting, filing them with the greffe of the commercial court for annexation to the trade and companies register, declaring and paying corporate tax, running VAT and payroll filings, and keeping the beneficial-owner record current. Every French acronym is explained, every decisive rule is tied to its official text, and every deadline comes with the penalty for missing it and the way back when you are already late.
I. How do you approve the annual accounts of your French company when you live abroad?
A. When must the yearly meeting approve the accounts of a SARL, a SAS, or a company with one shareholder?
French law starts from a simple accounting duty. Article L123-12 of the Commercial Code provides that “Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise”, meaning every business must record movements affecting its assets chronologically, check them by inventory at least once every twelve months, and draw up annual accounts at year-end. Your French company therefore produces accounts every year whether it made money or not, and those accounts must then be formally approved by the owners. This is the first fixed date of your calendar, and it is also the one foreign owners miss most often, because nobody sends you a personal reminder and the six-month clock runs silently from the balance-sheet date.
For a SARL (société à responsabilité limitée, the French limited liability company with a statutory manager called the gérant), article L223-26 of the Commercial Code states that the management report, the inventory, and the annual accounts drawn up by the managers are submitted to the approval of the shareholders in meeting “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”, that is, within six months of the end of the financial year, unless a court extends the deadline. The same paragraph adds that if the meeting has not been 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, if needed under penalty, to convene the meeting or to appoint an agent to do so. In plain terms, a 31 December year-end means a meeting by 30 June, and anyone with standing, from the prosecutor to an anxious minority shareholder, can force the meeting through a judge if you sleep through it.
For companies with a board structure, article L225-100 of the Commercial Code provides that “L’assemblée générale ordinaire est réunie au moins une fois par an, dans les six mois de la clôture de l’exercice”, so the ordinary general meeting sits at least once a year within six months of year-end, hears the annual and where relevant consolidated accounts with the management report, and votes on them. The SAS (société par actions simplifiée, the simplified joint-stock company most foreign founders choose, run by a président) follows its own articles for procedure, but article L227-9 of the Commercial Code reserves certain matters to collective decision of the shareholders, stating that the powers given to shareholder meetings over capital, mergers, dissolution, auditors, and “de comptes annuels et de bénéfices”, annual accounts and profits, are exercised collectively by the shareholders under the conditions set by the articles. So even in a SAS where you wrote the rules yourself, the yearly sign-off on the accounts and the allocation of profit cannot be quietly replaced by a solo decision of the president unless the articles genuinely allow it, and the six-month rhythm remains the benchmark every auditor, bank, and judge will check first.
Where there is only one owner, the exercise is lighter but not optional. In a single-member SARL (EURL) or single-member SAS (SASU), the sole shareholder approves the accounts, often by a written decision recorded in the company register, and the same six-month horizon applies as good practice before filing. Foreign founders sometimes assume that owning one hundred percent of the shares removes the formalities. It does not. The accounts still have to exist, still have to be approved, and still have to be filed, and a buyer, a bank, or a tax inspector will ask for the paper trail of every year, including the years the company was dormant. If you already chose your vehicle after reading our comparison of the SAS, SARL, subsidiary, and branch for entering France from abroad, diary this approval date now, because everything else in the calendar hangs off it.
The second half of the yearly meeting is the vote on what happens to the profit, and this is where foreign-owned companies generate their most expensive disputes. The meeting can distribute dividends, carry the profit forward (report à nouveau), or park it in reserves. Parking profits in reserves year after year while a minority shareholder receives nothing is lawful when the company genuinely needs the cash, for investment, for debt repayment, or for a rainy-day buffer, but it becomes an abuse of majority (abus de majorité) when the majority votes the reserves for no business reason and simply to starve the minority out. A fresh ruling shows how judges test this. On 5 January 2026, the Bordeaux Court of Appeal, Fourth Civil Chamber, case number RG 24/00405, annulled both a quadrupled manager salary and the systematic transfer of the whole yearly result to reserves, holding that the majority shareholder had put forward no business reason capable of justifying the blanket transfer to reserves, so the decision had not been shown to serve the interest of the company, and that transferring the entire yearly result with the sole aim of favouring the majority shareholder at the expense of the minority shareholder again constituted an abuse of majority, incurring annulment of the resolution. If you control the company from abroad and vote reserves every year, keep a written business reason, an investment plan, a loan covenant, a cash-flow memo, because a judge will ask for exactly that paper. And if profits are voted as dividends to a foreign parent, read our guide on voting dividends, paying French withholding tax, and bringing the cash home before you move a euro.
B. How do you file the approved accounts with the greffe, and what happens if you file late?
Approval is only half the job. The approved accounts must then be deposited at the greffe, the registry office of the commercial court (tribunal de commerce) of the place of the registered office (siège social), so they are annexed to the trade and companies register (registre du commerce et des sociétés, usually shortened to RCS, the public company register that issues your Kbis company identity certificate). For a company whose seat is in Paris, that means the greffe of the Paris commercial court, and filing is now done electronically through the single online window, with the INPI (Institut national de la propriété industrielle, the national industrial property office that operates the company formalities portal) as the front door, following the official INPI filing guide for annual accounts. The statute gives you very little time. Article L232-22 of the Commercial Code requires every SARL to file “dans le mois suivant l’approbation des comptes annuels par l’assemblée ordinaire des associés ou par l’associé unique ou dans les deux mois suivant cette approbation lorsque ce dépôt est effectué par voie électronique”, within one month of approval of the annual accounts by the ordinary meeting or the sole shareholder, or within two months of approval when filing is done electronically, together with the accounts, the group documents where relevant, the auditor reports, and the voted profit-allocation resolution. Article L232-23 imposes the same one-month, two-months-if-electronic rhythm on every company with share capital, which covers the SAS and the SA (société anonyme, the classic public limited company), and article L232-21 extends equivalent filing duties to partnerships whose unlimited members are limited companies. Take a 31 December year-end approved on 30 June: paper filing runs to the end of July and electronic filing to the end of August, and since electronic filing is now the normal route, the end of August is the date a foreign owner should have tattooed on the calendar.
Small companies get one mercy, and it is worth knowing before you file. A small company within the statutory thresholds may ask, at the time of filing, that its profit-and-loss account stay confidential and not be published, while the balance sheet remains public. This confidentiality option (dépôt confidentiel) is declared on the filing itself, it costs nothing extra to request, and it is the reason competitors reading your file sometimes find a balance sheet with no turnover figure attached. Micro and small thresholds change by decree, so have your accountant confirm your category each year rather than assuming last year’s status carries over. What is never optional is the filing itself: the greffe records the deposit, a filing notice appears in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices), and from that moment any bank, supplier, or court can pull your accounts and see whether you are current.
Late filing is punished on three levels, and each level has bitten a real company. First, the criminal fine. Article R247-3 of the Commercial Code states that “Le fait de ne pas satisfaire aux obligations de dépôt prévues aux articles L. 232-21 à L. 232-23 est puni de l’amende prévue par le 5e de l’article 131-13 du code pénal pour les contraventions de la cinquième classe”, meaning failure to meet the filing duties of articles L232-21 to L232-23 is punished by the fine for fifth-class petty offences, with the repeat-offending version of that fine on a second conviction. Second, the court injunction with a running daily penalty. Where managers do not file on time, the president of the commercial court can order them to file quickly under astreinte, a daily financial penalty that accrues until they comply, and the official service-public guidance confirms that the president can send the manager an injunction to file within one month. Third, the commercial damage, which no statute can quantify: banks freeze credit lines, buyers walk away from acquisitions, and public tenders reject bids when the RCS shows two blank years.
A May 2026 ruling shows the injunction machinery working at full speed against a manager who fixed the problem too late. On 21 May 2026, the Aix-en-Provence Court of Appeal, Chamber 3-2, case number RG 25/04414, dealt with a manager whose 2023 accounts were only deposited on 5 March 2025, as proven by the registry receipt of 20 March 2025. The court recalled the rule that where the managers of a commercial company fail to file the annual accounts within the deadlines set by the applicable texts, the president of the court may order them to file promptly under a daily penalty, if needed at the request of the president of one of the business-difficulty observatories. Good faith and ignorance of the hearing changed nothing, the daily penalty of 100 euros per day stood in principle, and the court ended by confirming the order in full except that it set the settled penalty at a fixed sum, confirming the first-instance injunction in full and varying only the settled amount of the accrued daily penalty, which it fixed at 5,200 euros. The lesson for a foreign director is brutal and simple: filing late does not cancel the penalty clock, it only stops it, and the months already accrued are billed. If you have received an injunction letter, file this week, keep the registry receipt, and have counsel argue the settlement amount down, because the Aix case proves judges will reduce the figure but will not wipe it out.
If the approval deadline itself is already blown, there is still a lawful way back. Both article L223-26 for the SARL and article L225-100 for the board company allow the six-month approval period to be extended “par décision de justice”, by court order, and in practice the president of the commercial court grants multi-month extensions on a reasoned petition filed by the manager, typically when the accountant is late, the auditor was appointed late, or the foreign shareholder could not organise the meeting in time. File the extension request before the deadline expires wherever possible, because a judge asked in advance is generous and a judge asked after the fact wants explanations. And if approval and filing are both in order, keep the full chain, convening notices, attendance sheet, minutes, voted allocation resolution, registry receipt, for at least as long as the company lives, since a future buyer or a future dispute will audit exactly those documents.
II. What else does your French company have to declare and pay every year from abroad?
A. When must your company declare corporate tax and VAT, and what does a missed tax deadline cost?
Corporate tax (impôt sur les sociétés, universally shortened to IS, the French tax on company profits charged at the standard 25 percent rate) runs on its own calendar, and it does not wait for your accounts meeting. Article 223 of the General Tax Code (Code général des impôts, the French tax code) provides that companies liable to corporate tax file the same returns as for business profits, except that “la déclaration du bénéfice ou du déficit est faite dans les trois mois de la clôture de l’exercice. 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”, the profit-or-loss return is filed within three months of year-end, or no later than the second working day after 1 May when the year ends on 31 December. For the standard 31 December year-end, that means the first days of May, a full two months before the accounts meeting, and the return is filed online through the professional account on impots.gouv.fr (the official portal of the French tax administration). The balance of the tax follows the return, while four quarterly instalments (acomptes) punctuate the year itself, so a profitable company pays as it goes and settles in May. Miss the return and the administration applies late interest month by month plus a surcharge that climbs steeply if a formal notice goes unanswered, and it can assess the tax on its own estimates, which is always worse than your accountant’s figures. Our full walkthrough of corporate tax, company accounts, and the calendar for filing and paying from abroad gives the instalment dates and the exact correction path when a return is already late.
Value added tax (taxe sur la valeur ajoutée, TVA, the French VAT collected on sales and reclaimed on purchases) is the second recurring clock, and for many foreign-owned companies it ticks monthly. Under the normal real regime, the company files a CA3 return each month, or each quarter if the yearly VAT bill stays below the quarterly threshold, declaring collected VAT, deductible VAT, and the net due or the refundable credit, and it pays the net the same day. Smaller businesses under the simplified regime file one annual CA12 return with two advance payments during the year. Registration thresholds, returns, and penalties are set out step by step in our guide to getting your French VAT number, filing your first returns, and fixing penalties from abroad, and the 2026 generation of companies must also diary the electronic-invoicing switch described in our briefing on mandatory electronic invoicing, approved platforms, e-reporting, and late-payment penalties. Two practical warnings matter more than any rate table. First, a company that forgets to claim a VAT credit on time can lose real money, because credits not used or refunded within the rules evaporate into the Treasury’s pocket. Second, VAT fraud and even repeated gross negligence can trigger joint liability and criminal exposure for the manager, so a foreign director who signs returns without reading them is not delegating risk, only hiding from it.
Two smaller annual taxes complete the fiscal picture, and both surprise newcomers. The territorial economic contribution (cotisation foncière des entreprises, CFE, the local business tax due by every company with premises or activity in a French municipality) is billed each autumn and payable by mid-December, even by companies with no profit and no employees, and new companies owe it from their second year with only a first-year exemption. The withholding tax on dividends paid to foreign shareholders (retenue à la source, the levy collected at payment on dividends leaving France, reducible under tax treaties) bites the moment your approved accounts turn into a cross-border payment, which is why the dividend vote and the cash transfer must be planned together rather than voted in June and worried about in September. Diary all four, IS return in early May, VAT monthly or quarterly, CFE in December, withholding at each distribution, and the tax side of the year runs itself.
B. What payroll, social, and company-register filings recur every year when the owner is abroad?
If your French company employs anyone, including yourself as a French-resident manager, a monthly social clock starts running from the first payslip. Article L133-5-3 of the Social Security Code (Code de la sécurité sociale, the code governing French social contributions) requires that “Tout employeur de personnel salarié ou assimilé adresse”, every employer of employees or equivalent persons sends, to its collection body, a single nominative social declaration (déclaration sociale nominative, universally called the DSN, the monthly electronic payroll return) setting out, for each employee, the workplace, the characteristics of the job and contract, pay amounts, social contributions, and working time. In practice the DSN is filed each month by the 5th of the following month for larger employers and by the 15th for the rest, contributions are paid on the same cycle to URSSAF (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, the agency that collects employer social charges), and the DSN also feeds income-tax withholding (prélèvement à la source), so one missed DSN means late contributions, a penalty per employee, and a broken withholding chain at once. Before the very first hire, the company must file the pre-hiring declaration (déclaration préalable à l’embauche, DPAE) with URSSAF, register as an employer, and set up a payroll contact who actually opens the mail, because URSSAF writes in French, sets short deadlines, and escalates fast, as shown in our guide to a URSSAF audit of a foreign-owned company and how to challenge it from abroad. Foreign founders who pay themselves only in dividends and keep no employment contract have no DSN, but the day one employment contract is signed, the monthly clock starts whether the owner lives in Paris or in Singapore.
The company register itself needs feeding every time something material changes, not just once a year. The register of beneficial owners (registre des bénéficiaires effectifs, the confidential register of the individuals who ultimately own or control the company) must be updated within thirty days of any change in the chain of ownership, the identity of the ultimate owner, or the terms of control, through the single window, and an acquisition, a share transfer, a new holding company above the French vehicle, or even a change of the owner’s home address can trigger the update. Company events follow the same thirty-day logic: a new manager, a new registered office, a capital increase, or a new auditor must be declared and published promptly, with a notice in a legal gazette (journal d’annonces légales, JAL, the authorised newspaper that publishes company legal notices) and an update on the RCS extract, otherwise your Kbis shows a manager who left two years ago and every bank compliance desk in Europe flags the file. Dissolution, which is itself a calendar with its own meetings, filings, and tax clearance, is explained in our guide to dissolving, liquidating, and striking off a French company from abroad, and the rule of thumb is simple: nothing about the company should exist in reality for more than a month without existing on the register too.
When a deadline is already missed, the recovery order is always the same, and it works if you move fast. First, file or declare late immediately, because every penalty clock in this article, the filing fine, the daily court penalty, the tax surcharge, the social penalty, stops or softens the day the administration holds your papers, and the Aix-en-Provence case proves that even a late filing leaves a bill for the months already lost, so each week of extra delay has a price tag. Second, answer every letter, especially from the greffe, the tax office, or URSSAF, within its stated deadline and in French, asking for a payment schedule (délai de paiement) or a penalty remission (remise gracieuse) where the rules allow it, because silence converts a manageable surcharge into enforced collection by a bailiff (huissier de justice, now titled commissaire de justice, the enforcement officer who serves orders and seizes assets). Third, rebuild the paper calendar for next year with your accountant and your lawyer around four anchor dates: the IS return in early May, the accounts meeting by 30 June for a December year-end, the electronic filing with the greffe by the end of August, and the CFE in December, with the monthly DSN and VAT returns running underneath. Companies that live by those four anchors never see an injunction letter; companies that discover them through a bailiff’s visit always wish they had. If your backlog is mostly fiscal rather than corporate, our companion guide to catching up late corporate-tax filings from abroad walks through the tax-only recovery path step by step.
Conclusion
Running a French company from abroad is entirely possible, and thousands of foreign founders do it well, but the company does not pause when you close your laptop. The annual accounts must be approved within six months and filed within one more month, two if filed electronically; the corporate-tax return lands in early May; VAT, payroll, and social declarations beat monthly or quarterly underneath; and the beneficial-owner record must mirror reality within thirty days of any change. Each obligation carries its own fine, its own injunction, or its own assessment, and the courts, from Bordeaux on abusive reserves to Aix-en-Provence on late filing, show no indulgence for distance, good faith, or ignorance of the hearing. Build the four-anchor calendar with your advisers, file late today rather than perfectly next month if you are already behind, and keep every minute, receipt, and registry extract, because in French company life the paper you keep is the company you can prove.
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