You live in London, New York, Dubai or Singapore. Your French company closes its financial year on 31 December, your accountant goes quiet, and one morning a registered letter arrives from the greffe, the registry office of the French commercial court, asking where your annual accounts are. If that letter names your SAS or SARL, do not file it away. France runs company accounts on strict court-monitored deadlines, and a late filing from abroad can turn into a court order with a daily financial penalty within weeks. This guide explains the two deadlines that matter, who must act inside each company form, what the court can do when nothing is filed, and how a shareholder living abroad fixes a late filing without flying to France. If you are still setting up, read first how a foreign founder opens the bank account, obtains the Kbis company extract and registers for VAT when creating a company in France, because the filing chain described below starts where that setup ends. The Kbis is the official identity card of your company, issued from the RCS, the French trade and companies register. The calendar below applies whether you hold a SAS, a SASU with a single shareholder, a SARL or an SA.

I. Approve first: your French company must vote its annual accounts within six months of year-end

French law treats annual accounts as a record-keeping duty before they become a filing duty. The rule sits in the Commercial Code and it applies to every trader, including your French subsidiary or company held from abroad: « Toute personne physique ou morale ayant la qualité de commerçant doit procéder à l’enregistrement comptable des mouvements affectant le patrimoine de son entreprise. » (article L123-12 of the Commercial Code). The same article adds the yearly finishing line: « Elle doit établir des comptes annuels à la clôture de l’exercice au vu des enregistrements comptables et de l’inventaire. » (article L123-12 of the Commercial Code). Those annual accounts are three documents that form an inseparable whole: the balance sheet (bilan), the profit and loss account (compte de résultat) and the notes (annexe). Once the accountant has drawn them up, the shareholders or the single shareholder must approve them. That approval step is the first deadline, and it works differently in a SARL, an SA and a SAS.

A. Who approves the accounts in a SARL, an SA and a SAS when the owner lives abroad

In a SARL (société à responsabilité limitée, the limited liability company with managers called gérants), the managers submit the management report, the inventory and the annual accounts to the shareholders meeting for approval « 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 » (article L223-26 of the Commercial Code). For a company closing on 31 December, that means approval before 30 June, unless a court grants an extension. The same article organises the safety net when nobody convenes the meeting: if the shareholders have not met within that time, the public prosecutor or any interested person can ask the president of the competent court, ruling in urgent proceedings, to order the managers to convene the meeting, if needed under penalty, or to appoint an agent to do it (article L223-26 of the Commercial Code). A foreign shareholder who sees June approaching with no invitation from the gérant therefore holds a legal lever, not only a practical worry. The documents, the draft resolutions and, where one exists, the statutory auditor’s report must be sent to the shareholders within the conditions and time limits set by decree, and decisions taken in breach of that disclosure can be annulled (article L223-26 of the Commercial Code). From abroad, ask for those papers early and in writing, because the written questions procedure lets any shareholder put questions in writing after receiving them, with the manager required to answer during the meeting.

In an SA (société anonyme, the public limited company form with a board), the ordinary general meeting « 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 » (article L225-100 of the Commercial Code). The board or the management board presents the annual accounts with the management report, the auditors report on their mission, and the meeting votes on everything relating to the accounts of the past year (article L225-100 of the Commercial Code). Here too, if the meeting has not been convened in time, the public prosecutor or any shareholder can seize the court president in urgent proceedings to order the directors to convene it, if needed under penalty, or to appoint an agent for that purpose (article L225-100 of the Commercial Code).

In a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose, including its single-shareholder version the SASU), the articles of association decide which decisions the shareholders take collectively and how. But the law locks a short list that must stay collective, and annual accounts and profits are on it: decisions on « comptes annuels et de bénéfices » are exercised collectively by the shareholders under the conditions of the articles (article L227-9 of the Commercial Code). In a company with a single shareholder, the president draws up the documents and « 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. » (article L227-9 of the Commercial Code). The single shareholder cannot delegate that power and must record the decisions in a register. One practical shortcut exists for the individual who is both single shareholder and president: filing the signed inventory and annual accounts with the trade and companies register within the same six-month period counts as approval, without a separate register entry beyond the receipt issued by the greffe (article L227-9 of the Commercial Code). For a foreign founder who runs a SASU from abroad and sits as president, that shortcut removes the need to organise a formal approval meeting with oneself, but it does not remove the filing itself, which remains due afterwards within its own deadline described below.

Living abroad changes none of these rules, and distance is never an excuse the court accepts. What distance changes is organisation. Check your articles now: most SAS articles allow votes by video conference or written consultation, while older SARL articles sometimes still assume a physical meeting in France. If your articles demand a physical presence, amend them before the deadline season, because a meeting that cannot validly deliberate produces no approval, and without approval there is nothing to file. Keep the signed minutes (procès-verbal), the attendance sheet and the allocation resolution with the accounts: the greffe will ask for the allocation decision at filing stage, and your bank will ask for the full set when it reviews your file.

B. File the approved accounts with the greffe within one month, two months when filed online

Approval is only half the job. The approved documents must then be deposited with the greffe of the court so they are annexed to the RCS, the public company register. For a SARL, « 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 » (article L232-22 of the Commercial Code). The package covers the annual accounts and, where they exist, the consolidated accounts, the group management report, the auditors’ reports with any remarks on changes made by the meeting, plus the proposed allocation of the result and the allocation resolution actually voted (article L232-22 of the Commercial Code). If the meeting refuses to approve the accounts, a copy of that refusal decision is filed within the same period (article L232-22 of the Commercial Code). Companies limited by shares, which include the SAS and the SA, follow the parallel provision, whose full text is available in article L232-23 of the Commercial Code: one month from approval by the shareholders meeting, two months when the filing is made electronically. The Court of Appeal of Aix-en-Provence applied exactly that one-month-or-two-month rule in a May 2026 ruling on late accounts (Court of Appeal of Aix-en-Provence, chamber 3-2, 21 May 2026, case number 25/04414, Portalis reference DBVB-V-B7J-BOVUJ, examined in detail below). The general regulatory clock confirms the same arithmetic for all commercial companies: Commercial companies must file the accounting documents covered by articles L232-21 to L232-23 « dans le délai d’un mois à compter de leur approbation par l’assemblée ordinaire » (article R123-111 of the Commercial Code), with the period extended to two months when the filing is made electronically under the conditions of the register rules (article R123-111 of the Commercial Code).

In practice, a 31 December year-end approved on 20 June must therefore reach the greffe by 20 July on paper or by 20 August online. Online filing goes through the Guichet unique, the single online portal for company formalities operated by the INPI, the French intellectual property and companies institute, and the official company procedures portal describes each filing track per company form with its sanctions section in its guide to filing company annual accounts. Because the electronic route doubles the filing window, foreign shareholders should insist that their accountant or formalist files online and keeps the electronic receipt: that receipt proves the date, and the date decides everything if a court later counts days of delay.

Two relief valves exist, and both must be used at filing time, not afterwards. First, the management report generally does not have to be attached to the public filing for most small companies, though it must stay available to anyone who asks for it under conditions set by decree (article L232-22 of the Commercial Code). Second, confidentiality: companies that meet the micro-enterprise definition « peuvent déclarer que les comptes annuels qu’elles déposent ne seront pas rendus publics » (article L232-25 of the Commercial Code), small companies can ask for the profit and loss account to stay unpublished, and medium-sized companies can publish only a simplified balance sheet and notes, with group companies excluded from these options (article L232-25 of the Commercial Code). The size categories turn on section article L123-16 of the Commercial Code, which defines small and medium enterprises by two-out-of-three thresholds measured on balance sheet total, net turnover and average headcount, with levels set by decree. For a foreign-owned holding or operating subsidiary, check the group exclusion before ticking the confidentiality box: a subsidiary in a group cannot hide its accounts this way. Once filed, the accounts are annexed to the RCS and any bank, supplier or partner can consult them, which is why lenders routinely ask for the filing receipt before renewing an overdraft or a loan to a French company run from abroad.

II. Missed the deadline from abroad: court orders, daily penalties and the remote fix

When the filing never arrives, the system does not send reminders forever. It moves to court orders with money attached. The mechanism has two legal legs that work together. First, the general register power: « A la demande de tout intéressé ou du ministère public, 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 auquel celle-ci est tenue par des dispositions législatives ou réglementaires. » (article L123-5-1 of the Commercial Code). The president can also appoint an agent to carry out the formality under the same conditions (article L123-5-1 of the Commercial Code). Second, the prevention track specific to missing accounts: « Lorsque les dirigeants d’une société commerciale ne procèdent pas au dépôt des comptes annuels dans les délais prévus par les textes applicables, le président du tribunal peut, le cas échéant sur demande du président d’un des observatoires mentionnés à l’article L. 910-1 A, leur adresser une injonction de le faire à bref délai sous astreinte. » (article L611-2, section II, of the Commercial Code). The astreinte is the French daily penalty: a judge-ordered sum charged per day of delay until the filing is done. In concrete terms, the court order gives the legal representative one month from notification or service to file, under penalty, and it sets the rate of that penalty plus the date of the hearing where the case will be reviewed (article R611-13 of the Commercial Code), since the order states « dans un délai d’un mois à compter de la notification ou de la signification de l’ordonnance, sous peine d’astreinte » (article R611-13 of the Commercial Code). That order cannot be appealed (article R611-13 of the Commercial Code).

A. How courts price the delay: the 2026 ruling that cut a 5,200 euro bill to 1,500 euros

A May 2026 ruling shows the full chain in action, from the order to the final bill, and it rewards the director who files late rather than never. The president of the commercial court of Manosque had ordered the legal representative of a Manosque company to file the 2023 accounts within one month of receiving the registered letter, under a penalty of 100 euros per day of delay. When nothing arrived by the hearing, the court liquidated the penalty, meaning it converted the accumulated daily sums into a final debt: it set that debt at 5,200 euros for the period running from 21 January to 13 March 2025 (Court of Appeal of Aix-en-Provence, chamber 3-2, 21 May 2026, case number 25/04414, Portalis reference DBVB-V-B7J-BOVUJ, full text read on Judilibre during this research). The director appealed, arguing that the 100 euros daily rate was excessive and that the deposit had in fact been completed, proven by a filing receipt from the greffe. The court of appeal restated the filing duty word for word, recalled the injunction powers of article L611-2 of the Commercial Code and article R611-13 of the Commercial Code, and applied the French-law principle that a provisional penalty is settled by weighing the behaviour of the person ordered to act and the difficulties met in performing: faced with an order notified by registered letter on 20 December 2024 and a filing completed on 5 March 2025, the court reduced the penalty to 1,500 euros in light of the late filing actually completed (Court of Appeal of Aix-en-Provence, chamber 3-2, 21 May 2026, case number 25/04414). The order was confirmed in everything else, and the director paid the court costs of the appeal on top.

Three lessons for a foreign shareholder emerge from that ruling. First, the daily rate runs from the end of the one-month order period until the actual filing date, so every week of silence adds a fixed sum, here 100 euros a day, and the count stops only when the greffe receipt exists. Second, filing late still pays: the court divided the bill by more than three precisely because the accounts were eventually deposited, which means instructing your accountant to finish the books today is worth more than arguing about the rate tomorrow. Third, the liquidated penalty is not paid to a creditor but to the State: the court recalled that the sum is paid to the Trésor public, the State Treasury, and recovered like State debts unrelated to tax (Court of Appeal of Aix-en-Provence, chamber 3-2, 21 May 2026, case number 25/04414, reciting the enforcement rule for these penalties). There is no negotiating that payment with the greffe afterwards.

Beyond the civil penalty, the criminal track targets managers who never even bring the accounts to the shareholders. In a SARL, « 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. » (article L241-5 of the Commercial Code). A gérant who sits on the draft accounts for months, hoping the foreign shareholder will forget, exposes himself personally to that fine. Add the commercial consequences no article needs to state because every practitioner observes them: a company with no filed accounts cannot produce a recent Kbis extract showing healthy filings, its bank reviews credit lines with suspicion, suppliers checking the RCS find a gap, and buyers in a future share sale discount the price for the compliance hole. The official company portal lists the same civil and criminal sanctions per company form in its guide to filing company annual accounts, and the president of the court who spots missing accounts through this channel can also open the prevention dialogue on the economic and financial situation of the business, which is the institutional purpose of the article L611-2 of the Commercial Code procedure.

B. Fix it from another country: late approval, late filing and the Paris practical path

The fix follows the same order as the duty: approve, then file, then keep proof. Start with the books. Ask your French accountant for the draft balance sheet, profit and loss account, notes and allocation proposal, with a clear statement of what is missing: bank statements, intercompany invoices from your foreign parent, payroll summaries. If the delay comes from your side, send the missing pieces within days, because the 2026 ruling above proves that courts measure the time between the order and the actual filing day by day. Then convene the approval meeting immediately, even late. A late approval is a breach of the six-month rule, but it unlocks the filing, and a filed late account stops the daily penalty clock while an unapproved draft stops nothing. For the meeting itself, use whatever remote format your articles allow: video conference with a signed attendance sheet, written consultation where permitted, or a single-shareholder written decision recorded in the register for a SASU or EURL. If the articles force a physical meeting in France and nobody can travel, hold a compliant remote meeting only after amending that clause, because an invalid meeting leaves you with no approval at all.

Next, file through the Guichet unique and keep the receipt. The online route gives two months from approval instead of one (article R123-111 of the Commercial Code), so for a catch-up filing the electronic path is both faster in practice and more generous in law. Attach the signed accounts, the allocation proposal and the voted allocation resolution, and tick the confidentiality option at that same filing moment if the company qualifies under article L232-25 of the Commercial Code: micro-enterprises can keep the filed accounts unpublished, small companies can shield the profit and loss account, and the size test sits in article L123-16 of the Commercial Code. A company inside a group cannot use these shields (article L232-25 of the Commercial Code), which matters to foreign groups whose French entity files as part of consolidated supervision. Download the filing receipt and the updated company history from the RCS the same day, and send both to your bank relationship manager before the bank asks: in our experience, the bank moves first when accounts stay missing, restricting overdrafts or freezing new financing until the register looks clean again.

For companies registered in Paris and the Île-de-France region, add three local reflexes to that sequence. First, identify the right counterparty: a Paris-registered company answers to the greffe of the Paris commercial court and, for court orders and extensions, to the president of the Tribunal des activités économiques de Paris, the court that now handles business proceedings in the capital. Second, if the six-month approval deadline is still running but unreachable, request a court extension before it expires rather than after: the six-month rules of article L223-26 of the Commercial Code for the SARL and article L225-100 of the Commercial Code for the SA both allow an extension « par décision de justice », and a reasoned request filed by your lawyer with the Paris court, explaining the foreign shareholder’s document delay and giving a firm new date, protects the approval that follows. Third, prepare the Paris file exactly as the greffe expects it: signed accounts in French accounting format, minutes showing the approval vote and the allocation decision, and, where the company has one, the auditor’s report, because an incomplete deposit is treated as no deposit for penalty-counting purposes. Keep a single folder with the accountant’s draft, the convening notices, the minutes, the filing receipt and the RCS history: if an injunction letter arrives during the catch-up, that folder proves behaviour and diligence, and the 2026 case shows that proven diligence is what persuades a court to reduce the final sum. For the wider yearly rhythm around these accounts, from tax filings to payroll and company registers, use the firm’s full annual legal calendar for French companies run from abroad alongside this guide.

Conclusion

Running a French company from abroad does not move a single deadline. The accounts must be drawn up from proper books and inventory, approved within six months of year-end by the shareholders or the single shareholder, and filed with the greffe within one month of approval, two when filed online. Miss the filing and the court president can order the director to file within one month under a daily penalty, convert the accumulated days into a State-collected debt, and leave the appeal costs on top, as the Aix-en-Provence ruling of May 2026 demonstrates with its reduction from 5,200 to 1,500 euros once the accounts were finally deposited. Managers who never submit the accounts to the meeting face their own criminal fine. The way out is sequential and remote-friendly: close the books, approve even late, file online, keep every receipt, and ask the court for an extension before the next deadline rather than forgiveness after it. Companies in Paris and Île-de-France should direct that discipline at the Paris greffe and the Tribunal des activités économiques de Paris, with a complete file that proves diligence from the first day.