You formed a company in France, you live in London, New York, Dubai or Singapore, and the first year went by fast. Clients paid, an accountant handled VAT, and then an email arrives in French mentioning approbation des comptes and dépôt au greffe. You missed the deadline, or you are about to miss it, and you wonder whether distance protects you. It does not. French company law applies in full to a French société à responsabilité limitée (SARL, limited liability company) and to a société par actions simplifiée (SAS, simplified joint-stock company) even when every shareholder and director lives abroad. Each year the directors must draw up the annual accounts, submit them to the shareholders for approval, and file the approved documents with the greffe (registry of the commercial court) for annexation to the registre du commerce et des sociétés (RCS, trade and companies register). The Kbis (official company identity certificate), the BODACC (Bulletin officiel des annonces civiles et commerciales, official gazette for civil and commercial announcements), the Guichet unique operated by the INPI (Institut national de la propriété industrielle, French intellectual property office acting as the single filing portal), and the URSSAF (Union de recouvrement des cotisations de sécurité sociale et d’allocations familiales, social security collection agency) each play a distinct role around that calendar, and confusion between them is the most common cause of late filing for foreign founders. This guide explains, entirely from official texts, what a founder living abroad must do, what a missed filing triggers, and how to fix it without travelling to France.

I. What French law requires when you direct a French company from abroad

A. How foreign founders approve annual accounts within six months of year-end

Every person with merchant status must keep chronological accounting records, check assets and liabilities by inventory at least once every twelve months, and draw up annual accounts at year-end from those records and the inventory. Article L123-12 of the Commercial Code states: “Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise.” The same article adds: “Ces comptes annuels comprennent le bilan, le compte de résultat et une annexe, qui forment un tout indissociable.” Read the full text on Article L123-12 of the Commercial Code on Légifrance. For a foreign founder, this means the obligation starts with bookkeeping, not with the filing portal. If your French accountant says the file is incomplete because foreign invoices, intercompany loans or crossed-border expense claims never arrived, the accounts cannot be drawn up correctly, and every later deadline slips.

At the close of each financial year, the managers must draw up the inventory, the annual accounts and a written management report. Article L232-1 of the Commercial Code describes that closing work in detail for commercial companies, and the current version is available at Article L232-1 of the Commercial Code on Légifrance. In a SARL, the gérants (managers) prepare these documents. In a SAS, the président (president, statutory representative) and any other executive body designated by the articles prepare them, while the shareholders decide collectively on the accounts. In practice for a company held from abroad, the directors ask the French chartered accountant (expert-comptable) to prepare a draft balance sheet, profit and loss account and notes, then review whether foreign-currency transactions, transfer pricing, or a shareholder loan from the non-resident parent were recorded at the right value. Signing accounts you have not read because they are in French is a frequent and avoidable error. Ask for an English workpaper summary, but sign only the French statutory version after you understand it.

The approval itself must happen within six months of the financial year-end, unless a court extends the period. For the SARL, Article L223-26 of the Commercial Code provides: “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.” See Article L223-26 of the Commercial Code on Légifrance. The same article allows the public prosecutor or any interested person to ask the president of the competent court, ruling in summary proceedings, to order the managers to convene the meeting, if needed under penalty (astreinte, periodic penalty payment), or to appoint an agent to do so. A founder living in the United States or the United Arab Emirates sometimes assumes that nobody will act. A minority shareholder, a lender, a supplier in a dispute, or the prosecutor can act, and the court in Paris hears these requests routinely.

For the SAS with several shareholders, the articles of association set the forms and conditions of collective decisions, but the law reserves certain matters, including annual accounts and profits, to a collective decision of the shareholders. For the single-shareholder SASU (société par actions simplifiée unipersonnelle, single-member SAS) or EURL (entreprise unipersonnelle à responsabilité limitée, single-member SARL), the sole shareholder approves alone. Article L227-9 of the Commercial Code states: “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.” See Article L227-9 of the Commercial Code on Légifrance. The same article adds a practical simplification when the sole individual shareholder personally chairs the SASU: filing the duly signed inventory and annual accounts with the RCS within the same period counts as approval, without a separate entry in the decision register beyond the receipt issued by the greffe. Foreign founders often hold through a foreign company, so this individual simplification does not apply to them, and a written sole-shareholder decision, signed and kept in the register, remains required.

For companies structured as a société anonyme (SA, public limited company), which some foreign groups use for larger French subsidiaries, 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.” See Article L225-100 of the Commercial Code on Légifrance. The board or directory presents the annual accounts and, where applicable, the consolidated accounts with the management report, and the meeting deliberates and decides on all questions relating to the accounts for the past year. If your French vehicle is an SAS owned by a foreign SA, do not confuse the two regimes. The six-month rule is common, but the competent body, the documents to communicate, and the majority rules come from different articles and from your own articles of association (statuts).

Distance changes the logistics, not the substance. Shareholders living abroad can vote by videoconference or written consultation only if the statuts allow it. Many English-language templates used at formation forbid remote voting by default or say nothing, which means a physical meeting in France is technically required. Check that clause before year-end. Send the convening notices, draft accounts, proposed resolutions on allocation of profit and loss, and where applicable the statutory auditor’s report (commissaire aux comptes, independent auditor) within the periods set by decree. Keep proof of sending by email with acknowledgment, because a shareholder who claims never to have received the documents can seek annulment of the resolution. Article L223-26 warns that any resolution taken in breach of the communication rules and its implementing decree can be annulled. A complete guide to forming and running the vehicle, including the bank account, the Kbis and the first hires, is the pillar reference setting up a French company as a foreign founder, from bank account and Kbis to VAT and first hire, which this article completes on the annual cycle.

Two Paris and Île-de-France specifics matter here. First, the competent greffe is the registry of the Tribunal de commerce de Paris if your registered office (siège social) is in Paris, or Nanterre, Bobigny or Créteil for Hauts-de-Seine, Seine-Saint-Denis and Val-de-Marne. Filings go through the Guichet unique, but questions, rejections and regularization letters come from that local greffe, in French, to the registered office address. Foreign founders who use a domiciliation address and never open the forwarded mail discover the rejection months later. Second, Paris accountants close hundreds of files in May and June for 31 December year-ends. A founder in a distant time zone who answers slowly in June is the classic path to a missed 30 June approval. Start the closing pack in February, lock the inventory questions in March, and hold the approval meeting in April or May.

B. How to file approved accounts with the Greffe from abroad without error

Approval is only half the duty. The company must then file with the greffe for annexation to the RCS. For the SARL and EURL, Article L232-22 of the Commercial Code states: “Toute société à responsabilité limitée 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 ordinaire des associés ou par l’associé unique ou dans les deux mois suivant cette approbation lorsque ce dépôt est effectué par voie électronique”. See Article L232-22 of the Commercial Code on Légifrance. The documents to file are the annual accounts and, where applicable, the consolidated accounts, the group management report, the auditors’ reports on both sets of accounts with any observations on changes made by the meeting, and where applicable the sustainability certification report, plus the proposed allocation of profit or loss submitted to the meeting and the allocation resolution actually voted or the allocation decision taken. Where approval was refused, a copy of the meeting’s deliberation or of the sole shareholder’s decision is filed within the same period. The management report itself must be kept available to anyone who requests it under conditions set by decree in Council of State.

For the SAS and other companies limited by shares, Article L232-23 of the Commercial Code states: “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”. See Article L232-23 of the Commercial Code on Légifrance. The list mirrors the SARL list, with the annual accounts, the management report, the auditors’ report on the annual accounts with observations where needed, plus where applicable the consolidated accounts, the group report, the auditors’ report on those consolidated accounts, the supervisory board report and the sustainability certification report, and the proposed and voted allocation of profit or loss. Small companies benefit from an exception to the duty to file the management report itself, except for companies subject to specific sustainability articles or with securities traded on a regulated market, but the report must still be made available on request. Foreign founders sometimes file only the balance sheet to save translation costs. An incomplete file is a rejected file, and the one-month or two-month clock keeps running while the greffe waits.

In practice everything now passes through the Guichet unique, the single electronic portal operated under the responsibility of the INPI, which routes the filing to the competent greffe. The two-month electronic period in Articles L232-22 and L232-23 is the one that matters for founders abroad, because paper filing from another country is slow and unreliable. You need an account on the portal, a qualified electronic signature accepted in France, and PDF documents that match the formal requirements: signed accounts, text-searchable pages, consistent company name and RCS number on every page, and the allocation decision attached. The most frequent rejections for foreign-held companies are unsigned PDFs generated from accounting software, a mismatch between the registered name and the name on the accounts after a foreign parent rebranded, a missing translation of a foreign auditor’s document, and a missing allocation resolution when the profit was left in retained earnings without a formal vote. Each rejection restarts correspondence in French to the siège social. Appoint one person, your accountant or your lawyer, to monitor the portal and the greffe messages daily during the filing window.

Confidentiality options exist but are narrow and often misunderstood. Certain small companies may ask that the profit and loss account, or all or part of the accounts, not be made public, under conditions set by law and decree. This is a publicity option, not an exemption from filing. You must still file everything with the greffe within the deadline. Founders who hear that small companies file confidential accounts and conclude that nothing needs filing while they live abroad confuse two different mechanisms. File first, then apply the confidentiality regime that your size allows, with the exact declaration the portal requires. When in doubt, file the full public version on time rather than missing the deadline while debating confidentiality.

Deadlines combine as follows for a standard 31 December year-end. Approval by 30 June at the latest without a court extension. Filing within one month of approval on paper, or within two months if filed electronically, which in practice means 31 August for a 30 June approval filed online. If the general meeting approved on 15 May, the electronic filing runs to 15 July. If you obtained a court order extending approval to 30 September, the electronic filing runs to 30 November. Diarise both dates from the day the meeting is held, not from year-end. Keep the filing receipt (récépissé de dépôt) issued by the greffe, the BODACC publication notice where applicable, and the portal acknowledgment together with the signed minutes. Banks, landlords, investors and the tax administration ask for that receipt when a foreign director seeks a loan, renews a commercial lease, or answers a tax query. A company that approved but never filed looks non-compliant in every database that matters.

II. What a missed filing triggers and how to fix it while living abroad

A. What penalties, court orders and business consequences a missed filing can trigger

Criminal fines punish the failure to draw up and submit accounts, not only the failure to file. For the SARL, Article L241-5 of the Commercial Code states: “Est puni de 9 000 € d’amende le fait, pour les gérants, de ne pas soumettre à l’approbation de l’assemblée des associés ou de l’associé unique l’inventaire, les comptes annuels et le rapport de gestion établis pour chaque exercice.” See Article L241-5 of the Commercial Code on Légifrance. For the SA, Article L242-8 of the Commercial Code states: “Est puni d’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.” See Article L242-8 of the Commercial Code on Légifrance. These are criminal provisions applied by criminal courts, with limitation periods, personal liability of the director, and a criminal record at stake. Living abroad does not remove jurisdiction when the company has its siège social in France and the omission occurred there. Prosecutions for isolated late filing remain rare, but the provisions are routinely cited in disputes where a director ignored the calendar for several years, paid dividends without approved accounts, or left a creditor unpaid.

The faster and far more common constraint is the civil injunction to file under penalty. Article L123-5-1 of the Commercial Code provides: “le président du tribunal, statuant en référé, peut enjoindre sous astreinte au dirigeant de toute personne morale de procéder au dépôt des pièces et actes au registre du commerce et des sociétés”. See Article L123-5-1 of the Commercial Code on Légifrance. Any interested person or the public prosecutor can apply. In Paris practice, competitors rarely sue, but minority shareholders, former directors, landlords owed rent, and the prosecutor do. The order sets a daily penalty per day of delay, appoints if needed an agent to complete the formalities at the company’s expense, and is published in the case file that banks consult. For a founder in another continent, being ordered by the Paris commercial court to file within fifteen days under a daily penalty concentrates attention. The cost is not only the penalty. The appointed agent bills the company, the lawyer in France bills urgently, and the accountant must reconstruct the file under pressure.

Commercial consequences arrive before any judge. Without filed accounts, the Banque de France rating (cotation Banque de France) deteriorates, corporate bank accounts face enhanced review, and loan covenants that require delivery of filed accounts within a set period trigger technical default. Suppliers checking the Infogreffe record before granting payment terms see missing years and demand cash in advance. A commercial lease renewal in Paris, a public tender, or a fundraising data room all stall on the same question. Buyers discount the price when due diligence reveals two or three years of unfiled accounts, because they cannot verify distributable profits, hidden liabilities, or the regularity of past dividends. Tax risk follows. The corporate tax return (liasse fiscale) filed with the impots.gouv.fr administration and the statutory accounts filed with the greffe must tell a consistent story. Large unexplained gaps invite questions from the tax office about revenue recognition, shareholder loans, and transfer prices with the foreign parent.

Two specific traps hit foreign founders. First, dividends paid without approved and filed accounts that show distributable sums. If later accounts reveal no distributable profit, the dividend can be treated as a fictitious dividend with repayment and director liability at stake, and the missing filing makes every later explanation harder. Second, the personal exposure of the foreign director who never convened the meeting. Minutes signed alone in English, backdated, without proof that documents were communicated to all shareholders, do not cure the breach. They add a forgery and credibility problem to an accounting delay. Courts look at the paper trail: convening notices, communication of the inventory, accounts, draft resolutions, auditor reports where applicable, written questions and answers, attendance sheet, minutes, allocation decision, and filing receipt. Rebuild that chain properly rather than fabricating it.

B. How to catch up from abroad, document the fix and secure next year

Start with a diagnosis before filing anything. List each missing year, the year-end date, whether accounts were drawn up, whether a meeting was held, what was decided on profit allocation, and whether anything was filed. Pull the Infogreffe history, the Guichet unique submissions, the BODACC notices, and the corporate tax returns for the same years. In many foreign-held files the tax return was filed but the greffe filing was forgotten, or draft accounts exist but no minutes were signed. Do not file draft accounts as if they were approved. If no valid approval exists, convene the competent body now, even late. Late approval is valid if the meeting is properly convened and informed, and a court extension can still be requested to cover the delay where the six-month period just expired. If several years are missing, hold one meeting per year with separate minutes, separate allocation decisions, and separate communication packs, rather than a single document that pretends to approve three years at once. Each year must show its own inventory, accounts, reports, questions and answers, and vote.

Reconstruct the documents in the right order. First, have the accountant finalize the balance sheet, profit and loss account and notes for each year, with prior-year comparatives corrected only through proper restatement. Second, prepare the management report for each year, describing the business, research and development where relevant, existing branches (succursales), key performance indicators, principal risks, and post-closing events. Third, circulate the full pack to every shareholder within the statutory periods, by a traceable channel, with a cover letter in English and French explaining that this is a late regularization meeting. Fourth, hold the meeting by videoconference if the statuts allow remote deliberation, or collect written decisions if the statuts allow written consultation for this matter, or give a power of attorney to a person present in France. Record attendance, votes, and the exact allocation: legal reserve (réserve légale), other reserves, retained earnings (report à nouveau), dividends with payment date, or loss carried forward. Fifth, file electronically through the Guichet unique within the one-month or two-month period that runs from each late approval, attaching the signed accounts, the reports, and the allocation decision for that year. Keep every receipt. If the greffe rejects a file, correct and resubmit within days and keep the rejection and the correction as proof of diligence.

Handle the related filings at the same time. If dividends were paid during the missing years, verify against the newly approved accounts that distributable sums existed and that the legal reserve was properly funded. If not, take advice on repayment and on the director’s position before the next distribution. If the company has a statutory auditor, send the reconstructed pack early and obtain the reports before the meeting, because approval without the auditor’s report where one is required is vulnerable. If the company changed its registered office, its name, or its director during the gap, file those changes first or together so the accounts bear the correct RCS details. If the bank froze the account pending filed accounts, send the récépissé de dépôt the day it issues, with the approved accounts and minutes, and ask for the freeze to be lifted in writing. If a court injunction under Article L123-5-1 was already issued, comply within the ordered period, inform the court through French counsel, and seek to limit the astreinte by proving prompt compliance.

Secure next year before closing this file. Amend the statuts if they block videoconference or written consultation, set a fixed internal calendar with the accountant that ends approval by 31 May for a December year-end, and give the accountant a standing instruction to request missing foreign documents by 31 January. Centralize mail from the siège social with weekly forwarding and a named reviewer. Give one person authority to sign portal filings with a compliant electronic signature, because a director whose signature certificate expired abroad is a common last-mile failure. Calendar the corporate tax return, the VAT returns (déclarations CA3), the annual social declarations, and the greffe filing on a single page, since foreign founders often track only tax and forget the company-law filing. Short guidance on value-added tax registration and first returns for companies directed from abroad is covered in French VAT number, first CA3 return, deadlines and penalties for a company run from abroad, which pairs naturally with this accounts calendar.

Conclusion

A French company directed from abroad follows the same annual discipline as a company directed from Paris. Draw up the inventory, balance sheet, profit and loss account and notes, approve them within six months of year-end, and file the approved accounts with the greffe within one month of approval, or two months when filing electronically. Articles L123-12, L232-1, L223-26, L227-9, L225-100, L232-22, L232-23, L241-5, L242-8 and L123-5-1 set that chain and its sanctions, from the 9,000 euro criminal fine for managers or directors who fail to draw up or submit the accounts to the summary court order that compels filing under a daily penalty. A missed year is not the end of the company, but only a proper late approval followed by a complete electronic filing, with allocation decisions and receipts preserved, restores a clean record. Founders who rebuild that chain year by year, align the tax file with the company-law file, and lock a May approval routine with their accountant turn a stressful French letter into a routine administrative task.