Your French company’s financial year ended on 31 December, and sometime in spring your accountant in Paris sends the annual pack: balance sheet, profit and loss account, annex, management report. You live in London, New York or Dubai, you have not set foot in France for months, and the covering email says the accounts must be approved within six months of the year end. You wonder whether you really need to fly over for a meeting, whether a video call counts, whether you can simply sign a paper your accountant prepared, and what happens to the dividend you planned to pay yourself if the vote never happens. These are the right questions, because in France approving the accounts is not an internal formality. It is a legal act with a deadline, a procedure and penalties, and until it is done properly the profit of the year cannot be distributed, the accounts cannot be filed, and the manager who was supposed to organise the vote is personally exposed.

This guide is written for foreign owners of French companies, whether you hold a société à responsabilité limitée (SARL, private limited company), a société par actions simplifiée (SAS, simplified joint-stock company, the vehicle most foreign founders choose) or shares in a société anonyme (SA, public limited company). It explains the six-month rule and the fifteen-day notice period, what a missed vote really costs, and the three remote routes that let you approve everything from abroad: written consultation, postal voting and video meetings. Every decisive statement is anchored in the article of the Commercial Code or the court ruling cited beside it, with the exact words of the judges where they matter. A few French words appear throughout, each explained once: the greffe (registry office of the commercial court, which keeps the company register), the Kbis (the official extract proving your company exists), the RCS (Registre du commerce et des sociétés, the trade and companies register), the INPI (Institut national de la propriété industrielle, the public body that runs the single online filing window for companies), and the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette where company filings are announced).

I. Your French Company Must Approve Its Accounts Within Six Months, Even When You Live Abroad

A. The Six-Month Deadline, the Fifteen-Day Notice and Who Must Be Called

In a SARL, the rule is stated in one sentence of the Commercial Code: the management report, the inventory and the annual accounts drawn up by the managers are submitted for the approval of the partners meeting in general meeting within six months of the close of the financial year, unless a court extends the deadline. See Article L. 223-26 of the Commercial Code. The six months run from the closing date, so a company closing on 31 December must normally hold its approval meeting before 30 June. If the timetable slips, only a judge can grant more time: the president of the commercial court can extend the period on application, and asking early, before the deadline expires, is always easier to defend than asking after a creditor or a minority partner has already complained.

The same six-month logic applies to the other company forms, with the wording adapted to each. In an SA, the ordinary general meeting is held at least once a year within six months of the year end, again unless a court extends the time. See Article L. 225-100 of the Commercial Code. In a SAS, the statutes decide which decisions the shareholders take collectively and how, but the law reserves a closed list for collective decision, including the annual accounts and the profits, and a sole shareholder approves the accounts within six months of the year end, after the report of the statutory auditor if there is one. See Article L. 227-9 of the Commercial Code. The exact words for the sole shareholder are worth keeping: « 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. » The sole shareholder may not delegate this power, and each decision must be entered in a register kept for that purpose. For a foreign founder who owns one hundred percent of a SAS, this is good news: no meeting is needed at all, but a dated written decision in the register is compulsory, and backdating it after a dispute starts is a trap.

Before any vote, the shareholders must receive the papers in good time. In a SARL, the annual accounts, the management report, the text of the proposed resolutions and, where applicable, the auditor’s reports must reach the partners at least fifteen days before the meeting date. See Article R. 223-18 of the Commercial Code. During those fifteen days the inventory is also kept available for inspection at the registered office. The meeting itself is convened at least fifteen days in advance by registered letter stating the agenda: « Les associés sont convoqués, quinze jours au moins avant la réunion de l’assemblée, par lettre recommandée. » See Article R. 223-20 of the Commercial Code. For a foreign shareholder, two practical points follow. First, the fifteen days run from a provable sending to the address on record, so an out-of-date address abroad is the most common source of later challenges. Second, the company may switch to email for these mailings, but only with each shareholder’s prior written consent, given at the latest twenty days before the next meeting, and any shareholder who agreed can switch back to post on twenty days’ notice. If your French company still sends everything to your old London address by email you never formally accepted, fix the consent and the address now rather than after a vote you need to rely on.

Who organises all this is normally the manager (gérant) of the SARL, the president of the SAS, or the board in an SA, failing which the statutory auditor (commissaire aux comptes, the independent auditor appointed once the company exceeds certain size thresholds) can convene the meeting. If nobody acts and the six months pass, the law opens the door to outsiders: the public prosecutor or any interested person can ask the president of the competent court, ruling in emergency proceedings (référé, the fast-track procedure for urgent orders), to order the managers to convene the meeting, if necessary under a daily financial penalty (astreinte, a sum accruing per day of delay), or to appoint an agent to do it. That is the civil side of delay. The financial and criminal sides are heavier, and they are the subject of the next section.

B. A Missed Vote Has Teeth: Blocked Dividends, Court Injunctions and Fines

The first consequence of a missed approval vote is commercial, and foreign owners feel it immediately: no dividend without approved accounts. Once the annual accounts are approved and distributable sums are established, the general meeting decides the share paid to shareholders as dividends. See Article L. 232-12 of the Commercial Code. The exact formula matters: « Après approbation des comptes annuels et constatation de l’existence de sommes distribuables, l’assemblée générale détermine la part attribuée aux associés sous forme de dividendes. » Approval comes first, distribution second. A profitable year on paper is not enough; until the meeting has voted, the profit sits in the company and cannot be moved to your personal account, to the foreign parent, or anywhere else. Interim dividends paid during the year are possible only on the basis of an interim balance sheet certified by a statutory auditor showing a profit after depreciation, provisions, prior losses and legal reserves, which is a narrow door most small companies cannot use. If your plan was to take this year’s French profit home in July, the approval meeting in June is the gate, and missing it pushes the whole distribution back.

The second consequence is that anyone with an interest can force the process through the courts. Where interested persons cannot obtain production, communication or transmission of the documents listed by the statute, including the accounts and reports covered by Article L. 223-26, they may ask the president of the court, ruling in emergency proceedings, either to order the managers to hand them over under a daily penalty or to appoint an agent to carry out the communication. See Article L. 238-1 of the Commercial Code. In practice the applicant is often a minority shareholder, an unpaid lender, or the public prosecutor’s office acting on a report from the greffe. The order typically gives the company one month to comply and attaches a daily penalty for each day of further delay, and the costs of the proceedings fall on the company. For a foreign majority owner, the lesson is that ignoring the calendar does not freeze the situation; it hands the initiative to whoever moves first, and the resulting court-appointed agent will convene the meeting on terms you no longer control.

The third consequence falls on the manager personally. A manager who fails to submit the inventory, the annual accounts and the management report drawn up for each year to the approval of the meeting of shareholders or of the sole shareholder faces a fine of 9,000 euros. See Article L. 241-5 of the Commercial Code: « 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. » Note the offence punishes complete failure to submit the documents, not mere lateness. The Cour de cassation clarified this on 25 June 2025 in a case where a SARL manager had been convicted for late submission of the accounts for three consecutive years: since the statute of 22 March 2012 amended Article L. 241-5, failing to hold the meeting within six months is no longer punished as such, and « le seul retard dans la soumission des documents comptables à l’assemblée des associés ou de l’associé unique d’une société à responsabilité limitée n’est pas constitutif d’infraction pénale. » See Cass. crim., 25 June 2025, No. 24-81.671. The Court recalled the reasoning expressly: « Depuis l’entrée en vigueur de la loi du 22 mars 2012, qui a modifié l’article L. 241-5 du code de commerce, ne se trouve plus réprimé le fait de ne pas procéder à la réunion de l’assemblée des associés dans les six mois de la clôture de l’exercice ou, en cas de prolongation, dans le délai fixé par décision de justice. » Delay alone is therefore not a criminal offence, but that ruling is no comfort for a manager who never submits anything, and it changes nothing about the civil injunction, the daily penalties, the blocked dividends and, where the delay hides fraud or misuse of company assets, the far heavier charges that accompanied the late filing in that very case.

The fourth consequence arrives after the vote that never happened: the filing deadline collapses. A SARL must file its accounts at the greffe, for attachment to the RCS, within one month of their approval by the ordinary meeting, or within two months where filing is done electronically. See Article L. 232-22 of the Commercial Code. The same one-month, two-months-if-electronic rhythm applies to companies limited by shares. See Article L. 232-23 of the Commercial Code. In practice filings now go through the INPI single window (guichet unique), so the two-month period is the working reference, but the clock starts at approval, and without approval there is nothing to file. An unfiled company accumulates the sanctions in cascade: the greffe reports it, any interested person or the prosecutor can seek a court injunction to file within one month, daily penalties accrue, banks reading the Kbis and the published accounts start asking questions, and a later buyer or auditor treats missing filings as a red flag. If your French company already missed a filing, our companion guide on missed filings and the greffe injunction explains the repair route step by step: missed annual accounts filing and how a foreign company fixes it. The message of this section is simple: the six-month vote is the keystone, and everything downstream, dividends, filings, banking credibility, depends on it being held validly and on time.

II. How a Foreign Owner Approves the Accounts Without Flying to France

A. Written Consultation, Postal Votes and Video Meetings: Choosing the Route Your Statutes Allow

The starting point depends on your company form, because French law does not offer the same remote menu to every company. In a SARL, decisions are taken in meeting as the default, but the statutes may provide that all or some decisions can be taken by written consultation of the shareholders, or result from the consent of all shareholders expressed in a deed, including electronically, with the time limits and procedures the statutes define. The statutes may also admit postal voting using a form whose contents are fixed by decree. See Article L. 223-27 of the Commercial Code. The statutory sentence is the one to show your accountant: « Les décisions sont prises en assemblée. Toutefois, les statuts peuvent stipuler que toutes les décisions ou certaines d’entre elles peuvent être prises par consultation écrite des associés ou pourront résulter du consentement de tous les associés exprimé dans un acte, y compris, dans ces cas, par voie électronique, selon les délais et les modalités qu’ils définissent. » Written consultation is therefore a first-class route, not a tolerated shortcut, provided your statutes say so. If your SARL statutes, often copied from a template at incorporation, say nothing about written consultation, the safe sequence is to amend them first or to hold a real meeting, possibly with you attending by video if the statutes allow shareholders to participate by means the statutes define, rather than to improvise a consultation procedure that a hostile minority can later attack.

In a SAS, freedom is wider and the trap is subtler. The statutes determine which decisions shareholders take collectively and under what forms and conditions, and the annual accounts and profits are among the matters reserved by law to collective decision. The Cour de cassation set the boundary on 19 January 2022: the wide freedom left to SAS drafters in writing their voting rules ends where a workable decision rule begins. In the Court’s own words, « cette liberté dans la rédaction des statuts trouve sa limite dans la nécessité d’instituer une règle d’adoption des résolutions soumises à l’examen collectif des associés qui permette de départager ses partisans et ses adversaires. » See Cass. com., 19 January 2022, No. 19-12.696. A clause letting a resolution pass with less than half of the votes present or represented was struck down, because supporters and opponents could simultaneously claim victory. For a foreign owner this ruling has two faces. If you control the company, make sure your SAS statutes contain a clear majority rule for the accounts resolution and an express clause authorising written consultation, electronic consent or video participation; vague statutes are the main reason remote approvals collapse in later disputes. If you are a minority shareholder in a French SAS run from abroad, the same ruling protects you: a majority that invents its own voting arithmetic to push the accounts through can see the whole resolution set aside.

In an SA, every shareholder has a statutory right to vote by post using a form whose contents are fixed by decree, and no clause of the statutes can take that right away. See Article L. 225-107 of the Commercial Code: « Tout actionnaire peut voter par correspondance, au moyen d’un formulaire dont les mentions sont fixées par décret en Conseil d’Etat. » Forms received late or unsigned are discarded according to strict formal conditions, so a foreign shareholder voting from abroad should return the form early, keep proof of posting, and follow the company’s instructions to the letter rather than improvising a letter of its own. Video participation in SA meetings is possible where the statutes allow it and the technical means satisfy the regulatory conditions for identifying participants and guaranteeing the continuous broadcast of the debate; where those conditions are met, shareholders attending remotely count toward quorum and majority.

Three practical routes therefore cover almost every foreign-owner situation. First, the sole shareholder route: if you own one hundred percent of a SAS or a SARL, you do not need a meeting, a consultation or a correspondent; you sign a dated decision approving the accounts, allocating the result and, where you want one, declaring the dividend, and you enter it in the company register. Second, the written consultation route: where the statutes allow it, the manager sends each shareholder the accounts, the reports and the exact text of the resolutions, collects written votes within the statutory or contractual deadline, draws up minutes recording each vote, and files as normal. This route suits companies with a small number of shareholders spread across countries, because registered letters and tracked emails create a paper trail in both directions. Third, the represented or video meeting route: you give a written authority (pouvoir, proxy) to a trusted person in France, or you attend a physical meeting by video where the statutes permit, making sure the minutes record your remote presence, the technical means used and any incident. Whichever route you take, keep the proofs for at least the life of the company plus the limitation period for challenges: convocation letters with postal receipts, email consents to electronic communication, returned voting forms, attendance sheets, and the signed minutes. The shareholders who lose disputes are rarely those who voted wrongly; they are those who cannot prove how they voted.

B. Minutes, Signatures and the Greffe Filing: Making a Remote Decision Stick

A remote vote is only as strong as its minutes (procès-verbal, the written record of the decision). Whether the decision was taken in a meeting you attended by video, by written consultation or by unanimous deed, the minutes must identify the company, the date, the procedure used and its statutory basis, the documents sent to shareholders and when, each resolution in full, and the result of the vote resolution by resolution. In a SARL the minutes are signed and kept in a special register with numbered pages; in a SAS the statutes define the record-keeping, and a bound register of decisions with no gaps is the standard a court expects. Two details decide most disputes. First, the text of the resolutions must match exactly what was sent fifteen days earlier; voting a substantially different dividend figure from the one circulated reopens the whole procedure. Second, signatures must be attributable: a typed name at the bottom of an email is weak evidence, while a qualified electronic signature identifying the signatory and sealing the document, or a handwritten signature on a scanned original whose sending is tracked, survives challenge. Keep the signed originals, not only the PDFs your accountant returns, because the greffe and a court will ask for them if the filing is questioned.

The most instructive recent case for foreign shareholders concerns exactly this paperwork. A British parent company holding shares in a French SARL challenged the resolutions of a 2015 general meeting, arguing it had never been properly convened, and the court of appeal annulled the meeting and ordered repayment of the dividends it had voted. The Cour de cassation quashed that outcome on 29 May 2024, recalling that defective notice does not automatically kill the meeting: « le défaut de convocation régulière de l’associé d’une société à responsabilité limitée à l’assemblée générale de cette société n’entraîne la nullité des délibérations de cette assemblée que si cette irrégularité a privé l’associé de son droit d’y prendre part et qu’elle était de nature à influer sur le résultat du processus de décision. » See Cass. com., 29 May 2024, No. 21-21.559. Nullity follows only where the irregularity deprived the shareholder of its right to take part and could have changed the outcome. The Court also noted the applicable mechanics, observing that SARL shareholders are convened at least fifteen days before the meeting by registered letter. For foreign owners the message cuts both ways. As a majority, send every convocation by registered letter with acknowledgement of receipt to the shareholder’s current address abroad, keep the postal slips, and do not rely on an ordinary email unless the shareholder has given the written electronic-consent described above; the few euros of postage are the cheapest litigation insurance in French company law. As a minority receiving documents at an English address, check each mailing immediately, because a notice you actually received and could have acted on will rarely support an annulment later.

Once the vote is validly taken, filing closes the yearly cycle. The approved accounts, the management report, the auditor’s report where one exists and the resolution allocating the result are filed at the greffe for attachment to the RCS, within one month of approval or two months for electronic filing, through the INPI single window that has replaced the old direct filings at each court registry. The filing is then announced in the BODACC, and only at that point can a bank, a supplier or a future buyer read your company’s current position in the public record. Three final checks before you consider the year closed. First, reconcile the filed documents with the minutes: the profit allocated in the resolution must equal the profit in the filed accounts, and the dividend figure must match to the euro. Second, diary next year’s dates now: closing date plus six months for the vote, vote plus two months for the electronic filing, and add a one-month safety margin for the accountant’s summer holidays and the August slowdown of French administrations. Third, if the company changed anything during the year, a new manager, a new address, a new auditor, verify that those changes were themselves filed, because an approval signed by a manager whose appointment was never published invites exactly the kind of challenge this article teaches you to avoid. Companies whose timetable already slipped will find the repair procedure, court extension, late filing and injunction defence, in our guides on the first annual accounts of a foreign-owned company and on missed filings and the greffe injunction, and the starting point for the whole venture, from bank account to Kbis, remains our foreign founder’s setup guide.

Conclusion

Approving the accounts of a French company from abroad is entirely possible, and it is also entirely formal. The six-month deadline runs whether you are in Paris or on another continent, the papers must reach every shareholder fifteen days before the vote, no dividend can be paid before the meeting has approved the profit, and the filing at the greffe must follow within one or two months. Choose the remote route your statutes actually allow, written consultation or unanimous deed in a SARL that provides for them, a clear collective-decision clause in a SAS, postal voting in an SA, or the simple dated decision of a sole shareholder, and document every step with registered mail, tracked returns and signed minutes. Courts punish complete failure and reward careful procedure: mere delay is not a criminal offence, but a meeting that never happens blocks your money, invites court-appointed agents and exposes your manager to fines. Hold the vote properly, file on time, and the year’s profit is free to move where your business needs it.