Your French company’s financial year ended on 31 December. It is now July, August or even October, you live in New York, London or Dubai, and the six-month deadline to approve the annual accounts has already passed. No meeting was held, nothing was filed with the greffe (the registry of the commercial court, the clerk’s office where companies register their legal documents), and your French accountant has just warned you about fines, court injunctions and a summons from the president of the commercial court. This article explains, step by step and entirely from the perspective of a founder or shareholder living abroad, which deadline applied to your company, how to hold a valid approval vote at a distance, what exactly must be filed with the greffe, and how to fix a missed deadline before the penalties accumulate. Every rule below is sourced from the French Commercial Code in force, with exact quotations, and illustrated by a 2026 court decision in which a company director was ordered to pay 5,100 euros for failing to file accounts.
If you are setting up the company rather than running its yearly obligations, start with our pillar guide on setting up a company in France as a foreign founder: bank account, Kbis, VAT and first hire (the Kbis is the official identity card of a French company, an extract from the trade register proving the company exists). The yearly calendar of an existing company is summarised in our article on the annual legal calendar of a French company run from abroad. The present article goes further: it deals exclusively with the crisis situation, the missed approval and filing deadlines, and the legal remedies available when you run the company from another country.
I. Approving the annual accounts of a French company when you live abroad
French law does not exempt a company from its yearly obligations because its shareholders or directors live outside France. The accounts must be drawn up, approved and filed under the same rules, and the distance only changes the practical organisation of the vote. The first task is therefore to identify the exact deadline applicable to your corporate form, then to organise a vote that a French court would recognise as valid even though every participant joined from abroad.
A. Which six-month deadline applies to your SAS, SARL or SA?
Almost every French company closes its financial year on 31 December, which means the approval deadline falls on 30 June of the following year. The rule is strict and it is expressed in months, not in working days, so living abroad, travelling or waiting for documents from a foreign parent company never extends it automatically. The only lawful extension is a court order, as explained below.
If your company is a société par actions simplifiée (SAS, the simplified joint-stock company, by far the most common vehicle for foreign investors), the law leaves the articles of association free to organise collective decisions, but it reserves certain matters to the shareholders in all cases, including the annual accounts and the allocation of profits. For the one-person SAS, called SASU (société par actions simplifiée unipersonnelle), the rule is explicit: Article L227-9 of the Commercial Code provides that “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.” In English: the sole shareholder approves the accounts, after the report of the statutory auditor if one exists, within six months of the end of the financial year. The same article adds that the sole shareholder cannot delegate these powers and that the decisions must be recorded in a register. A foreign sole shareholder who simply signs the accounts at home without keeping a proper decision register has therefore not validly approved them.
If your company is a société à responsabilité limitée (SARL, the limited liability company, often used for small family businesses and subsidiaries), the manager must submit the management report, the inventory and the annual accounts to the shareholders meeting for approval within the same six-month period. 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 English: the management report, the inventory and the annual accounts drawn up by the managers are submitted for approval to the shareholders meeting within six months of the end of the financial year, unless a court extends the deadline. Note the final words: an extension is possible, but only by court decision. A letter from the accountant or an informal agreement between shareholders has no legal effect.
If your company is a société anonyme (SA, the public limited company form, used for larger structures), the ordinary general meeting must be held at least once a year within six months of year-end, again unless a court grants an extension. Article L225-100 of the Commercial Code provides: “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.” And if the meeting has not been convened in time, the public prosecutor or any shareholder can ask the president of the competent court, ruling in summary proceedings, to order the directors, if necessary under a daily penalty (astreinte, a periodic penalty payment fixed by the judge for each day of delay), to convene the meeting or to appoint an agent to do so. A minority shareholder living abroad therefore has a direct legal weapon against a co-shareholder or director in France who refuses to organise the vote.
Before any vote, the accounts themselves must exist in proper form. At the end of each financial year, the board, the management body or the managers draw up the inventory and the annual accounts and prepare a written management report. Article L232-1 of the Commercial Code states: “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.” Two formal points matter particularly for foreign-run companies. First, Article L123-22 of the Commercial Code requires that “Les documents comptables sont établis en euros et en langue française.” Accounting documents must be drawn up in euros and in French. Accounts kept only in English or only in dollars by the foreign parent do not satisfy French law. Second, the same article provides that “Les documents comptables et les pièces justificatives sont conservés pendant dix ans.” Accounting documents and supporting records must be kept for ten years. A founder who stores everything on a foreign server that is later closed has breached this duty.
Where a statutory auditor (commissaire aux comptes, the independent auditor who certifies the accounts of companies above certain thresholds) exists, the timetable starts even earlier: Article R232-1 of the Commercial Code provides that “Les comptes annuels, le rapport de gestion ainsi que, le cas échéant, les comptes consolidés et le rapport sur la gestion du groupe sont tenus, au siège social, à la disposition des commissaires aux comptes un mois au moins avant la convocation de l’assemblée des associés ou des actionnaires appelés à statuer sur les comptes annuels de la société.” The accounts and the management report must be available to the auditors at the registered office at least one month before the meeting is convened. For a company run from abroad, this means the French accountant must finalise the draft accounts early enough to respect this one-month period, and the registered office (siège social, the legal address shown on the Kbis) must actually be able to receive the auditor. Domiciliation companies (sociétés de domiciliation, licensed providers of registered addresses) forward mail, but the directors should confirm that auditor access is organised.
In Paris and the Île-de-France region, where most foreign-owned companies are registered, the competent court for an extension request is the commercial court of the registered office; in Paris, commercial disputes now fall under the tribunal des activités économiques de Paris sitting at 1 quai de Corse. The request for an extension of the six-month period (requête en prorogation du délai de tenue de l’assemblée) is filed by petition, usually through a lawyer, before the deadline expires, explaining for instance that the foreign auditor has not delivered group reporting or that the statutory auditor was appointed late. Judges grant such extensions routinely when the request is made in time and reasoned; they are far less indulgent after the deadline has passed without any step taken.
B. How to hold a valid approval vote from New York, London or Dubai?
Once the accounts are ready, they must be approved by a collective decision whose form depends on the corporate form and, for the SAS, on the articles of association. Distance is not an obstacle if the chosen method is legally permitted and properly documented. It becomes a ground for annulment when the directors improvise.
In a SAS, the articles of association (statuts) determine which decisions must be taken collectively and in which form. Most articles drafted for international groups allow written consultation (consultation écrite), videoconference or electronic vote, and set the majority rules. The practical advice is simple: re-read the articles before organising anything. If the articles allow written consultation, send each shareholder the full pack (annual accounts, management report, proposed resolutions including the allocation of profits, auditor reports if any) by a traceable channel, collect signed responses within the stated period, and draw up minutes. If the articles require a physical meeting, amend them first or hold the meeting by video only if the articles permit remote participation. The resolutions must cover the approval of the accounts, the allocation of the result (affectation du résultat: dividends, reserves, retained earnings) and, where relevant, the discharge of the directors. Keep everything: convening notices, proofs of sending, signed votes, minutes. In case of a later dispute between a foreign majority shareholder and a French minority shareholder, these documents are the only proof that the vote was regular.
In a SASU with a single foreign shareholder, the procedure is lighter but not optional. The sole shareholder approves the accounts within six months, after the auditor’s report if one exists, without the power to delegate, and records the decision in the register of decisions (registre des décisions de l’associé unique). A one-page signed decision, dated, referencing the accounts and the auditor’s report, kept with the company records at the registered office or with the French counsel, satisfies the requirement. There is one simplification worth knowing: when the sole shareholder is a natural person who is also the president, filing the duly signed inventory and annual accounts with the trade register within the same six-month period counts as approval, without a separate entry in the register. This shortcut does not apply to legal-entity shareholders, so a foreign parent company owning a French SASU must still produce a formal written decision through its own representative.
In a SARL, the shareholders must be convened to a meeting, and the managers must communicate the accounts, the text of the proposed resolutions and, where applicable, the auditor’s report within the conditions and time limits set by decree. Any decision taken in breach of these communication duties can be annulled. From abroad, the manager should therefore send the pack by registered letter with acknowledgment of receipt or by any electronic means the articles allow, respecting the minimum notice period (fifteen days for the SARL unless the articles say more), and keep the proofs. During the meeting, each shareholder may ask written questions which the manager must answer in the session. A videoconference meeting is valid only if the articles authorise remote participation; otherwise, the foreign shareholder should grant a written proxy (pouvoir) to a person present in France, or all shareholders can sign a unanimous written act if the articles permit it. Clauses contrary to these information rights are deemed unwritten, so articles that would deprive a shareholder of the accounts pack are simply unenforceable.
In an SA, the formalities are the heaviest: convening notices published and sent within statutory periods, board report, auditor reports, attendance sheet, quorum and minutes. A foreign shareholder of a French SA normally votes by proxy, by correspondence or by remote means where authorised. Because the SA is rare among newly created foreign subsidiaries, the essential point is to instruct the French counsel early and not to treat the meeting as a mere signature exercise.
Whatever the form, three practical rules protect a company run from abroad. First, draft the minutes in French, or at least bilingually with the French version prevailing, because the greffe and the courts work in French. Second, record the allocation of profits precisely: the filing with the greffe must include both the proposed allocation and the resolution actually voted, and a vague minute creates a defective filing. Third, store the originals for ten years at an address that survives changes of accountant, domiciliation provider or director. Companies that change providers every year and scatter their records across mailboxes are the ones that cannot prove a valid approval when the court or the tax administration asks.
II. Filing with the greffe, fixing a missed deadline and stopping the penalties
Approving the accounts is only half of the yearly duty. The approved documents must then be filed with the greffe so that they are appended to the trade and companies register (registre du commerce et des sociétés, RCS, the public register identifying every company). It is the absence of this filing, easily detected by the court registry, that triggers injunctions, daily penalties and summonses. The good news is that a missed deadline can still be cured: late approval and late filing remain possible, and courts reward directors who act quickly.
A. What must you file with the greffe, and within which time limit?
The filing duty covers all companies limited by shares and is described in detail by statute. 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 : 1° Les comptes annuels, le rapport de gestion, le rapport des commissaires aux comptes sur les comptes annuels, le cas échéant, éventuellement complété de leurs observations sur les modifications apportées par l’assemblée aux comptes annuels qui ont été soumis à cette dernière” In English: every company limited by shares must file with the court registry, to be appended to the trade register, within one month of approval of the annual accounts by the shareholders meeting, or within two months when filing electronically, the annual accounts, the management report, the auditors’ report on the annual accounts where applicable, plus, where relevant, the consolidated accounts and related reports, and in all cases the proposed allocation of profits submitted to the meeting and the allocation resolution actually voted. Small companies are exempt from filing the management report, which must however remain available to anyone who requests it.
The one-month versus two-month distinction is the point foreign directors misunderstand most. The implementing rule, Article R123-111 of the Commercial Code, confirms: “Les sociétés commerciales sont tenues de déposer, dans le délai d’un mois à compter de leur approbation par l’assemblée ordinaire, les documents comptables prévus aux articles L. 232-21 à L. 232-23 .” Commercial companies must file the accounting documents within one month of their approval by the ordinary meeting. Electronic filing extends the period to two months. In practice, since filings are now made electronically through the single company formalities portal (guichet unique, operated by the INPI, the French intellectual property and companies office, at formalites.entreprises.gouv.fr), the two-month period is the one most companies use. But two months from approval, not from year-end: a company that approves its accounts on 30 June must file by 31 July on paper or by 31 August electronically. A company that approves late, for instance in October, must file within one or two months of that late approval; the filing deadline slides with the actual approval date, while the approval itself remains late.
The content of the filing deserves the same attention as its date. The greffe expects the balance sheet, the profit and loss account and the notes (annexe), the management report unless exempted, the auditor reports where they exist, and the two allocation documents: the proposal and the voted resolution. A frequent error in foreign-owned groups is to file the group reporting pack prepared for the parent (IFRS, dollars, English) instead of the French statutory accounts (comptes sociaux) in euros and in French. Another frequent error is to file only the balance sheet and forget the allocation resolution, which produces an incomplete filing that the registry can reject. Before validating the upload, compare the filed PDF set against the list in Article L232-23 and keep the filing receipt (récépissé de dépôt), which proves the date of filing if the registry later claims otherwise.
Two related yearly duties should be handled in the same movement. First, the tax return (liasse fiscale) filed with the tax administration (impots.gouv.fr portal) follows its own calendar, generally in May for a December year-end, and late filing there triggers tax penalties independent of company-law sanctions. Second, the publication of the filing is mentioned in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of company notices), which banks, suppliers and future partners consult. A company with no published accounts for two or three years sends a signal of neglect that French banks read carefully when the foreign founder asks for credit, a guarantee or a new account. Filing late is therefore not only a legal cure; it restores the company’s public credit file.
B. You already missed the deadline: injunctions, daily penalties and the step-by-step cure
Missing the six-month approval deadline or the subsequent filing deadline does not make the company disappear, but it exposes the directors to a graduated set of sanctions that become more painful with time. Understanding the sequence allows a founder living abroad to react in the right order instead of panicking or, worse, doing nothing.
The first level is criminal and administrative. Article L242-8 of the Commercial Code punishes with “une amende de 9000 euros le fait, pour le président, les administrateurs ou les directeurs généraux d’une société anonyme, de ne pas, pour chaque exercice, dresser l’inventaire et établir des comptes annuels et un rapport de gestion.” A 9,000-euro fine for the president, directors or general managers of a public limited company who fail, for any financial year, to draw up the inventory and prepare annual accounts and a management report. Parallel provisions sanction managers of other forms who do not file. In practice, prosecutions are rare for a first omission, but the legal basis exists and it is cited in every warning letter.
The second level is the court injunction with a daily penalty, and it is very real. When the greffe notices that no accounts have been filed, the president of the commercial court can order the legal representative to file within a set period under astreinte. A decision of the Court of Appeal of Aix-en-Provence of 21 May 2026, RG No. 25/05774, shows exactly how this works. By order of 16 December 2024, the president of the Manosque commercial court ordered the legal representative of the company SHINEO, registered with the Manosque trade register, “de procéder au dépôt au greffe des comptes annuels de l’exercice clos le 31 décembre 2023” within one month of service, “sous astreinte de 100 euros par jour de retard”. The director neither complied nor appeared. By order of 13 March 2025, the court fixed the accrued penalty at “la somme de 5 100 euros” for the period from 21 January to 13 March 2025, ordered the director to pay that sum to the Treasury, and left the registry costs on him. On appeal, which the director did not support, the Court of Appeal confirmed the order in full, recalling that “En application de l’article L.232-23 du code de commerce, 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, ses comptes annuels.” A foreign-based director who ignores a registered letter from the greffe therefore risks a penalty of 100 euros per day that crystallises into thousands of euros within weeks, personally charged to the representative.
The third level is prevention and personal exposure. Article L611-2 of the Commercial Code organises the prevention of business difficulties: where the directors of a commercial company do not file the annual accounts within the applicable periods (“ne procèdent pas au dépôt des comptes annuels dans les délais prévus par les textes applicables”), the president of the court may summon them to consider recovery measures, obtaining information from auditors, administrations and social security bodies. A summons for prevention (convocation en prévention) is not a sanction, but it opens the company’s books to the court, and repeated non-filing combined with unpaid debts can lead creditors or the court itself towards insolvency proceedings. Separately, directors who let the company trade without accounts, distribute fictitious dividends or hide losses face actions for personal liability (action en responsabilité pour insuffisance d’actif) if the company later collapses. The lesson is proportionate: one late filing, cured quickly, is a minor incident; three missing years plus unpaid URSSAF (the social security collection agency) and taxes draw the full attention of the system.
From abroad, the cure follows five steps in order. First, instruct the French accountant today to finalise the statutory accounts in euros and in French, with the management report and, where needed, the auditor’s report. Second, check whether the six-month approval period can still be extended by court order; if it has just expired and a legitimate reason exists (late group reporting, change of accountant, auditor appointed late), a petition for extension filed immediately is still worth attempting, because it regularises the approval date. Third, convene the shareholders or organise the written consultation with the full pack, hold the vote approving the accounts and the allocation of profits, and sign dated minutes. Late approval is valid approval: the law punishes the delay, it does not void the vote. Fourth, file electronically through the single portal within two months of that vote, uploading the complete set including the allocation proposal and the voted resolution, and keep the receipt. Fifth, answer every letter from the greffe or the court: if an injunction with astreinte has already been issued, comply within the ordered period and, through counsel, ask the court to note compliance so that the penalty stops running; if a summons for prevention arrives, attend or be represented and present the freshly filed accounts.
For companies registered in Paris and the Île-de-France, add one practical reflex: verify the address the greffe actually uses. Domiciliation providers forward mail, but registered letters with acknowledgment of receipt sometimes wait at a counter nobody visits. Ask the provider, at least once a year, for a certificate of mail forwarding and confirm that the manager’s foreign address is updated in the company file. Most astreinte cases, including the SHINEO decision above, begin with a director who never opened the letter. A founder in another time zone who organises a simple chain, accountant to counsel to director, with scanned copies of every official letter within 48 hours, avoids the entire penalty sequence for a cost close to zero.
Conclusion
A missed deadline for approving and filing the annual accounts of a French company is a curable incident, not a fatal one, provided the directors act in the right order. Identify the six-month rule applicable to the SAS, SARL or SA, organise a valid vote even from abroad with a complete shareholder pack and dated minutes in French, then file the full statutory set electronically within two months of approval and keep the receipt. Beyond these steps, answer every letter from the greffe and the court without delay, because the injunction backed by a daily penalty of 100 euros per day turns neglect into a personal debt within weeks, as the 2026 SHINEO ruling demonstrates. Companies run from abroad that keep their accounts in euros and in French, conserve their records for ten years and file every year protect both their credit standing on the BODACC and their directors’ personal position. The calendar does not pause at the border; with a reliable accountant, a traceable voting method and a disciplined filing routine, it is fully manageable from any country.