An INPI rejection of a French company’s annual accounts filing is a procedural warning, not a reason to leave the accounts untouched. The practical response depends first on the status shown in the portal: a file “pending regularisation” can usually be corrected within the existing workflow, while a formal rejection normally requires a new filing. The distinction matters because the statutory filing period, the evidence of timely action and the director’s exposure are not assessed in the same way.
This guide is written for a foreign founder who owns, manages or represents a French SAS, SASU, SARL or EURL from outside France. It focuses on a rejected annual-accounts deposit, not on the incorporation of a new business or on the founder’s immigration position. It explains how to identify the defect, rebuild the accounting package, solve a foreign signature or mandate problem, and preserve a defensible record of the company’s efforts. The wider formation sequence is covered in this guide to setting up a business in France as a foreign founder; the present article addresses the later compliance emergency created by a rejected accounts deposit.
The legal framework is precise, but the portal notification is often brief. A correction strategy therefore has to combine the notice, the company’s articles, the shareholder approval record, the accounting documents and the filing receipt. A founder who acts quickly and keeps that chain of evidence is in a materially stronger position than one who simply submits the same PDF again.
I. What an INPI rejection means for a French company’s annual accounts
A. Is the filing merely pending regularisation or formally rejected?
INPI is the French National Institute of Industrial Property. In the company-formalities context, its online service operates the one-stop portal known as the guichet unique. The portal transmits formalities and deposits to the competent body; it does not replace the company’s legal duty to prepare, approve and file its annual accounts. The competent recipient may be the registry of the commercial court, commonly called the greffe, or another authority involved in the formalities chain.
The first action is to download the complete notification and identify the exact status. The INPI FAQ on formalities distinguishes several stages, including a file awaiting signature, payment, regularisation or validation, and a file that has been rejected. It also explains that, where a correction is requested, the applicant should access the reason in the dashboard and regularise the file within the indicated period. Those labels are not interchangeable.
A file marked “en attente de régularisation” means that the workflow remains open for a correction. The portal may show a button or action allowing the applicant to add a document, correct a field, replace a defective attachment or complete a signature. The founder should use that route if it is genuinely available, rather than immediately opening a second file that could create two competing records. The deadline shown in the portal must be recorded with the time zone and the notification downloaded as a PDF.
A file marked “rejetée” is different. The INPI’s guidance indicates that a rejected formality is not simply reactivated by uploading a replacement document. If the applicant wishes to pursue the matter, the safer reading of the guidance is that a new formality must be filed after the stated reason for rejection has been resolved. The new submission should refer to the earlier file number where the portal or the registry allows it, but it should contain a complete and corrected package rather than a single unexplained replacement.
The following short classification prevents a common procedural mistake:
- Awaiting signature: complete the legally required signature step and verify that the person signing is the company’s authorised representative or a properly appointed mandatary.
- Awaiting payment: pay through the indicated channel, save the payment confirmation and check that the file returns to the next processing stage.
- Awaiting regularisation: correct the listed defect in the existing file before the portal deadline, then download the new acknowledgement.
- Rejected: preserve the rejection notice, correct the underlying defect and submit a new, complete deposit unless the competent registry gives a specific contrary instruction.
- Validated: obtain the final receipt and confirm that the annual accounts deposit is visible in the appropriate register or public search service.
Do not treat a technical rejection as a refusal to approve the accounts. Shareholders may have validly approved the accounts while the registry rejects the electronic deposit because a resolution is missing, the wrong reporting period was selected, the signature is not accepted, the confidentiality declaration is absent or the file is incomplete. Conversely, a rejection of the deposit does not cure a defective shareholder approval. The company must analyse both layers separately.
The notice should be read line by line. “Missing document” can mean that no file was attached, that the attached file was corrupt or unreadable, that it was attached in the wrong field, or that the authority considers the document legally insufficient. “Invalid signature” may refer to the certificate, the signing person, the signature format, the absence of an electronic signature or a mismatch between the signer and the company’s representation rules. “Inconsistent information” can concern the SIREN number, the legal form, the financial year, the approval date, the company name or the registered office.
For a founder abroad, the proof file should contain at least the original submission receipt, the rejection notification, screenshots of the portal status, the identity of the account signatory, the mandate if a representative acted, the corrected documents and the second filing receipt. Keep file names stable and descriptive. A useful sequence is 01_rejection_notice.pdf, 02_accounts_year_end.pdf, 03_approval_resolution.pdf, 04_confidentiality_declaration.pdf and 05_mandate_and_signature_evidence.pdf. The names do not create a legal right, but they make it easier to demonstrate what was submitted and when.
The company should also check whether the notification came from INPI’s interface or from the registry itself. A message in the dashboard may be a technical request for regularisation. A separate message from the registry may state that the filing is rejected, provide a different remedy or give a specific deadline. The most recent and most specific instruction should be preserved. If the two messages conflict, ask the registry a focused written question and attach both notices rather than guessing.
There is a further distinction between a rejected annual-accounts deposit and a rejected company registration. A company may already have a SIREN number, a Kbis and an active business even though its annual accounts deposit is rejected. A Kbis is the official extract that evidences a company’s registration details. It is not a certificate that the company has complied with every later accounting filing. The rejection normally concerns the deposit record, not the existence of the company itself.
Finally, do not open a second file before checking whether the first one is still amendable. Two active submissions for the same financial year can make the registry unsure which package should be processed. The exception is a formal rejection for which the INPI guidance directs the applicant to file a new formality. In that situation, the new filing should be treated as a controlled replacement: correct every identified defect, add a short explanatory cover note if the portal permits one, and retain the earlier file as evidence.
B. Which deadline and documents govern a SAS, SASU, SARL or EURL?
The filing period runs from the approval of the accounts, not simply from the end of the financial year. For a simplified joint-stock company, a société par actions simplifiée or SAS, and its one-person version, a SASU, Article L. 232-23 of the French Commercial Code begins with the words “Toute société par actions est tenue de déposer”. The provision requires the company to deposit its annual accounts and the associated documents within one month after approval, or within two months when the deposit is made electronically.
For a private limited company, a société à responsabilité limitée or SARL, and its one-person version, an EURL, Article L. 232-22 of the French Commercial Code uses the parallel wording “Toute société à responsabilité limitée est tenue de déposer”. It also addresses the documents accompanying the accounts, the proposed allocation of profit and the resolution approving the accounts. Where approval is refused, the company must not invent an approval resolution: the deliberation refusing approval is the relevant document to preserve and deposit where the statute requires it.
The regulatory rule is set out in Article R. 123-111 of the French Commercial Code, which states that “Les sociétés commerciales sont tenues de déposer” their accounting documents within one month from approval by the ordinary meeting, with the electronic route extending the period to two months. The date of approval should therefore be written in a timeline before the company chooses its remedy. If the meeting approved the accounts on 15 May, a paper filing and an electronic filing do not carry the same statutory endpoint. The company should not assume that the month-end or the anniversary of the financial year is the relevant date.
The basic package normally includes the annual accounts for the correct financial year, the resolution or minutes recording approval and allocation of profit, and any management report or auditor report required by the company’s legal form and situation. Article L. 232-23 contains exceptions for some management reports; those exceptions should be applied carefully, not treated as a general permission to omit every narrative document. A company subject to an auditor’s report should include the report or the document specifically requested by the filing channel.
If the company is seeking confidentiality, the declaration must be attached in the prescribed manner. Article R. 123-111-1 of the French Commercial Code governs the confidentiality declaration accompanying accounting documents. A confidentiality option is not a substitute for depositing the accounts. It is an additional declaration, available only when the statutory conditions are met. A rejected file may therefore reflect a missing declaration, a declaration attached to the wrong annual period or a confidentiality claim inconsistent with the company’s size, group position or legal status.
The filing channel also matters. Article R. 123-77 of the French Commercial Code addresses filing formalities and electronic transmission, while preserving specific rules for the deposit of annual accounting documents. The INPI portal is the practical electronic route for many applicants, but the official INPI information continues to describe a paper route for annual accounts. If an electronic signature or account-access problem cannot be solved before the deadline, the company should promptly verify whether a paper deposit to the competent registry is available and what exact format that registry accepts.
Article L. 123-33 of the French Commercial Code states that a filing through the one-stop body counts as a declaration only when the dossier is regular and complete. That principle explains why an upload confirmation is not always equivalent to a completed deposit. The founder should save the timestamp, but should also check whether the file was accepted, placed into regularisation, rejected or finally validated.
The register vocabulary can be confusing for an overseas management team. The RCS is the Registre du commerce et des sociétés, the Trade and Companies Register. The RNE is the National Business Register, which consolidates business registration information. The greffe is the registry office attached to the competent commercial court. The BODACC, the Bulletin officiel des annonces civiles et commerciales, is the official bulletin for certain civil and commercial announcements. The Kbis is the company-registration extract usually requested by banks, customers and counterparties. A filing status in one service is not necessarily proof of publication in all of the others.
There is also a case-law qualification that matters when the accounts have never been approved. In its judgment of 7 January 2026, Criminal Chamber, appeal no. 24-83.864, the Cour de cassation held that, in the circumstances examined, the one-month period had not started because the accounts had not been approved. The official decision uses the words “n’a pas commencé à courir”. That ruling does not give a foreign founder permission to ignore a rejection. It does show why the approval minutes, their date and the company’s actual corporate procedure must be checked before calculating the deadline.
The distinction is especially important for a SASU or EURL. A one-person company still needs a written shareholder decision or equivalent record showing approval and allocation of profit. A founder abroad may have signed by electronic means or through a representative, but the company must be able to show who made the decision, under which power and on what date. If the accounts package says “approved” while the corporate records contain no signed decision, correcting only the portal upload will not cure the underlying defect.
The opposite problem also occurs: the accounts and decision are valid, but the filing has been rejected because the documents do not identify the same entity. Compare the company name, SIREN number, registered office, legal form, financial year end, approval date and signatory across every PDF and portal field. A foreign parent’s name should not replace the French subsidiary’s name. A branch has a different filing logic from a subsidiary, so a package prepared for a foreign company’s French branch should not be used for a French SAS or SARL.
II. How a foreign founder should correct and re-file the annual accounts
A. How should the company repair the signature, mandate and accounting bundle?
The correction should be managed as a new legal file, not as an improvised exchange of attachments. Start with a one-page internal diagnosis. State the company’s legal form, SIREN number, financial year end, approval date, portal file number, rejection date, precise rejection reason and proposed correction. This page is for the management team and advisers; it need not be submitted unless the portal or registry accepts explanatory documents. Its purpose is to ensure that the corrected file answers every defect at once.
The following checklist is designed for a foreign founder who may be signing from another country or appointing a French representative:
- Confirm the entity. Use the French company’s exact legal name, SIREN number, registered office and legal form as shown on its current Kbis or registration extract. Do not copy the identity of a foreign parent, investor or branch into a subsidiary filing.
- Confirm the reporting period. Check the opening and closing dates printed in the accounts against the financial year selected in the portal. A correct set of accounts for the wrong year remains a defective deposit.
- Confirm approval. Match the approval date and the minutes or written decision. The document should show approval or refusal, the allocation of profit or treatment of loss, and the identity of the person or body authorised to decide.
- Rebuild the financial PDFs. Use legible, complete documents in the format requested by the portal. Check that every page is present, that the file opens after upload and that no scan is cut off, password-protected or rotated so severely that the registry cannot read it.
- Add the accompanying reports. Include the management report, auditor documents, special reports or other attachments when required for this company. If a statutory exception applies, record why the document is not included rather than omitting it by habit.
- Review confidentiality. If the company claims confidentiality, attach the correct declaration for the accounts and make sure the company satisfies the applicable conditions. If the claim is uncertain, obtain a specific accounting or legal review before resubmitting.
- Repair the signature. Identify whether the legal representative, shareholder, accountant or mandatary must sign each document. A signature placed by an unauthorised person can cause a rejection even where the PDF is otherwise perfect.
- Document the mandate. If a representative acts for the founder or company, prepare a dated written power of attorney describing the filing, the company and the representative’s authority. Keep the signed mandate and any identity or professional evidence requested by the portal or registry.
- Check the electronic route. Follow the current INPI instructions for the type of electronic signature accepted. The INPI annual-accounts filing page describes the online deposit, the signature process and the possibility of a paper route. Do not assume that an image of a handwritten signature pasted into a PDF is equivalent to the required electronic signature.
- Create a final evidence pack. Save the corrected PDFs, the portal receipt, payment record if relevant, screenshots, the rejection notice and the re-filing acknowledgement in a folder labelled with the company and financial year.
The signature problem deserves special attention. A foreign founder may be the shareholder, the president of a SAS, the manager of an SARL or merely a representative of the foreign parent. Those roles are not the same. The person approving the accounts as shareholder may not be the person responsible for the company’s filing. The portal account holder may be an accountant or lawyer without being the company’s legal representative. The package must connect each signature to a legal function.
For electronic signing, follow the options stated by the official INPI service at the time of filing. The service may require an advanced electronic signature or an identity route such as FranceConnect+, depending on the transaction and the available account. A founder who cannot use the indicated French identity route should not silently substitute a lower-grade signature. Instead, the founder should use an accepted qualified provider if available, appoint a representative with a clear mandate, or ask the registry which alternative filing route it will accept.
The mandate should be specific enough to remove doubt. It should identify the French company, its SIREN number, the financial year, the annual-accounts deposit, the right to upload and sign the relevant documents, and the representative’s authority to receive requests for regularisation. If the founder is acting for a foreign corporate shareholder, the person signing the mandate may also need evidence that they can bind that foreign company. Depending on the country of origin and the document requested, legalisation, apostille, translation or a French certified translation may be relevant. Do not add formalities mechanically: first determine whether the registry has requested them and which document actually needs them.
The shareholder decision and the filing signature should also be separated in the records. For example, a foreign parent may approve the annual accounts of its wholly owned French SAS through a written shareholder decision. The French president may then be the person who files the accounts. The parent’s approval record and the president’s filing authority should be visible as two connected but distinct elements. This avoids the common error of uploading only a parent-company resolution that says nothing about who is authorised to make the French deposit.
The accounting content must be checked with equal care. Rejection often arises from a mismatch between the annual accounts and the decision on profit allocation. If the accounts show a profit but the resolution does not state whether it is distributed, carried forward or allocated to reserves, the registry may request clarification. If the decision refers to a loss while the attached accounts show a profit, the corrected package must resolve the inconsistency rather than merely changing a filename. The same applies to a balance sheet signed for a different year, a report bearing another company’s name or a confidentiality declaration for the wrong legal form.
A foreign-language supporting document is not automatically a substitute for the French company’s accounting documents. The annual accounts of the French entity should be prepared in the format required by French accounting rules. A foreign parent’s consolidated accounts may be relevant to group reporting, but they do not replace the French subsidiary’s statutory accounts. If a foreign document is used to prove authority or identity, determine whether the registry requires a translation and preserve both the original and the translation.
Before pressing submit, compare the portal summary screen with the PDF package. Confirm the financial year, approval date, legal form, SIREN number, contact email, signatory and selected confidentiality options. Take a screenshot of the final summary. After submission, download the acknowledgement immediately and note whether the file is pending regularisation, awaiting validation or formally rejected. A browser success message without a downloadable receipt should be treated as incomplete evidence.
B. What should the company do after a rejection to protect the deadline and the director?
The company should use a short escalation timetable. On the day of the rejection, download the notice and establish the statutory deadline from the approval date. On the next working day, identify the defect and assign one person to own the correction. Before re-filing, have a second person compare the package with the notice and the corporate records. After re-filing, monitor the portal and the registry until the file is validated. This simple sequence is particularly valuable when the founder, accountant and French representative work in different time zones.
If the notice gives a deadline for regularisation, submit before that deadline and keep proof of the completed action. If the notice is a final rejection, file a new formality after correcting all defects. A new filing should not be delayed while the company debates whether the initial upload might eventually be treated as timely. The first receipt can support an explanation, but it is not a guarantee that an incomplete or rejected deposit has satisfied the statutory obligation.
When the electronic signature is the only obstacle and the paper route is available, ask the competent registry for written confirmation of the correct paper procedure. Confirm the address, required number of copies, signature, payment, accompanying documents and method of obtaining proof of receipt. The paper option is not an excuse to send an informal email attachment to an unknown mailbox. The company needs a method that creates an identifiable filing record.
The registry’s powers are not limited to silently accepting or rejecting a PDF. Article L. 123-5-1 of the French Commercial Code provides that, on the application of an interested person or the public prosecutor, the president of the court may order the manager, subject to a penalty, to file documents and acts with the Trade and Companies Register. The same provision allows a mandatary to be appointed to complete the formalities. This is an escalation mechanism, not the first step for an ordinary portal error, but it explains why a company should not ignore repeated rejection notices.
The commercial code also contains a specific mechanism for non-compliance with annual-accounts filing duties. Article L. 232-24 links the absence of required filing under Articles L. 232-21 to L. 232-23 with information to the president of the court, who may then use the relevant injunction or prevention mechanisms. Article L. 611-2, paragraph II also addresses the possibility of an order subject to a daily penalty when annual accounts have not been filed on time. The practical message is straightforward: a rejected deposit should trigger correction and proof, not silence.
There is a criminal contravention risk as well. Article R. 247-3 of the French Commercial Code makes failure to comply with the annual-accounts filing obligations a fifth-class contravention. It describes “Le fait de ne pas satisfaire aux obligations de dépôt”. The general ceiling for a fifth-class contravention is set by Article 131-13 of the French Penal Code at €1,500, potentially €3,000 in a recidivist situation where the regulation so provides. The amount is not the only concern: a late or absent filing can also affect financing, sale negotiations, due diligence and the credibility of the management team.
Case law illustrates why the company should preserve a precise timeline. In its judgment of 28 January 2009, Criminal Chamber, appeal no. 08-80.884, the Cour de cassation treated the annual-accounts filing contravention as linked to the omission of the deposit. The official decision refers to “l’omission du dépôt”. The point is not that every rejected file automatically creates criminal liability. The point is that a company should be able to show the approval date, the original attempt, the defect, the correction and the final deposit.
In its judgment of 7 May 2019, Commercial Chamber, appeal no. 17-21.047, the Cour de cassation held that a legal representative who failed to comply with an injunction could be ordered personally to pay the daily penalty. That is a different stage from an ordinary INPI rejection, but it is a warning against treating court or registry correspondence as optional. If an injunction is served, the response must be organised as litigation-sensitive work, with proof of every step.
Personal liability is not automatic merely because a deposit was late. In its judgment of 3 May 2018, Commercial Chamber, appeal no. 16-23.627, the Cour de cassation recalled, in the context of a manager’s liability, the need for an intentional fault of particular gravity detached from the manager’s functions before personal liability could be imposed on that basis. The case does not remove the obligation to file. It does mean that the analysis should distinguish the company’s regulatory default, a possible fine, a court injunction, loss caused to a third party and the separate conditions for personal civil liability.
A foreign founder should therefore avoid two opposite reactions. The first is complacency: “the portal accepted my upload, so nothing else is required.” The second is panic: “the rejection means the company is invalid and the director is personally liable.” The legally useful response is evidence-led. Identify the status, calculate the deadline, correct the package, use the accepted signature or mandate, re-file through the correct route and maintain a written record.
The following decision tree can be used in a management meeting:
- If the portal says “pending regularisation”, correct the existing file before the stated date and download the new receipt.
- If the portal says “rejected”, read the reason, correct the complete package and submit a new formality unless the registry instructs otherwise.
- If the approval date is unclear, reconstruct the shareholder decision before calculating the one- or two-month period.
- If the signer is abroad, separate shareholder authority, company representation and filing mandate, then use the signature or paper route accepted by the registry.
- If the deadline is close or has passed, re-file immediately, explain the history concisely, preserve proof and obtain targeted advice on any injunction, penalty or dispute risk.
After validation, check the public and internal consequences. The annual accounts deposit should be matched to the correct French company, financial year and confidentiality status. The filing does not by itself update every item on the Kbis. It may not update the company’s bank records, beneficial-owner information, tax records or foreign parent’s compliance files. A finance team should therefore close the incident with a short post-filing review: final receipt, registry visibility, accounting archive, corporate minutes, tax calendar and internal responsibility for the next annual approval.
The incident is also an opportunity to fix the company’s legal calendar. Record the financial year end, expected shareholder approval date, paper and electronic filing deadlines, auditor timetable, confidentiality decision and person responsible for the deposit. Add a reminder well before the deadline for a founder abroad, because obtaining a qualified signature, a corporate power of attorney or a certified translation can take longer than the accounting work itself.
Conclusion
An INPI rejection of French annual accounts must be treated as a controlled compliance incident. The decisive questions are the portal status, the exact rejection reason, the approval date, the company’s legal form and the identity of the person authorised to sign and file. A pending regularisation is handled through the open workflow; a final rejection generally calls for a new complete filing. SAS, SASU, SARL and EURL documents should be rebuilt as a coherent set, including the approval decision, profit allocation, required reports and any confidentiality declaration. A foreign founder should preserve every receipt and ensure that a shareholder signature, legal-representative signature and filing mandate are not confused.
The objective is not merely to upload a PDF. It is to create a reliable record showing that the company understood the defect, corrected it promptly and completed the statutory deposit through an accepted route. That record becomes essential if the registry, a lender, an investor, a buyer or a court later asks why the accounts were initially rejected.
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