You formed a French company with a local partner, you run the business from London, New York, Dubai or Singapore, and now the annual accounts are ready — but your co-shareholder refuses to vote, refuses to attend the meeting, or votes against approval out of spite. The six-month deadline is running, your accountant warns that the filing at the registry will be late, the bank starts asking for the latest filed accounts, and every week of blockage increases the personal exposure of the manager. This article explains, for a foreign shareholder living abroad, how French company law forces the annual approval meeting even when a partner refuses to cooperate, how a court-appointed agent can convene the shareholders in place of a defaulting manager, when a refusal to approve becomes an abuse that a judge will annul, and how to file your company’s accounts at the commercial court registry without a unanimous vote. The general yearly rhythm of these duties is described in our companion guide to your French company’s annual legal calendar from abroad; this article deals with the crisis situation where a partner blocks the machinery.

I. How French Law Forces the Annual Approval Meeting Even When Your Partner Refuses to Cooperate

A. The Six-Month Approval Duty and the Papers Your Partner Cannot Withhold

Every French trading company must close its books, draw up annual accounts and submit them to the shareholders once a year, and no shareholders’ agreement or internal quarrel suspends that duty. In a SARL (société à responsabilité limitée, the French private limited company), the rule is stated by article L. 223-26 of the Commercial Code: “Le rapport de gestion, l’inventaire et les comptes annuels établis par les gérants, sont soumis à l’approbation des associés réunis en assemblée, dans le délai de six mois à compter de la clôture de l’exercice sous réserve de prolongation de ce délai par décision de justice.” The manager (gérant) who draws up the inventory and the accounts is under the general duty of article L. 232-1 of the Commercial Code: “A la clôture de chaque exercice le conseil d’administration, le directoire ou les gérants dressent l’inventaire, les comptes annuels conformément aux dispositions de la section 2 du chapitre III du titre II du livre Ier et établissent un rapport de gestion écrit.” In a SAS (société par actions simplifiée, the flexible joint-stock company favoured by foreign founders), the articles of association organise the procedure, but the law reserves certain decisions to the shareholders acting collectively, as article L. 227-9 of the Commercial Code provides: “Toutefois, les attributions dévolues aux assemblées générales extraordinaires et ordinaires des sociétés anonymes, en matière d’augmentation, d’amortissement ou de réduction de capital, de fusion, de scission, de dissolution, de transformation en une société d’une autre forme, de nomination de commissaires aux comptes, de comptes annuels et de bénéfices sont, dans les conditions prévues par les statuts, exercées collectivement par les associés.” For companies structured as a SA (société anonyme), article L. 225-100 of the Commercial Code states that “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.” The six-month period therefore runs from the balance-sheet date, which for most French companies is 31 December, so the meeting must normally be held before 30 June, and only a court order can extend it.

Your partner cannot lawfully keep you in the dark while this clock runs. The same article L. 223-26 requires that the management report, the inventory, the annual accounts, the text of the proposed resolutions and, where one exists, the report of the statutory auditor (commissaire aux comptes, the CAC, an independent auditor mandatory above certain size thresholds) be sent to every shareholder within the conditions and time limits set by decree. The implementing rule is article R. 223-18 of the Commercial Code, which imposes sending at least fifteen days before the meeting date. The Paris Court of Appeal recalled the point in plain terms: “L’article R. 223-18 précise que l’envoi de ces documents aux associés doit se faire quinze jours au moins avant la date de l’assemblée générale prévue” (Paris Court of Appeal, division 5-9, 10 November 2022, RG 20/06712, full decision on courdecassation.fr). In that case the notice sent on 31 March 2017 for a meeting on 18 April 2017 contained none of the accounts, the management report or the inventory, and the accounts with the draft resolutions were only emailed on 15 April 2017, three days before the meeting, while the shareholder had never agreed to electronic communication. A meeting convened in those conditions exposes every resolution to annulment, because the statute says “Toute délibération, prise en violation des dispositions du présent alinéa et du décret pris pour son application, peut être annulée.” So the first practical lesson for a foreign shareholder is symmetrical: if your partner convenes a meeting without sending you the accounts fifteen days ahead, you can have the resulting resolutions annulled; and if you are the manager, you must send the full pack on time, by post or by any electronic channel the articles allow, keeping proof of dispatch, because a late or incomplete file gives the blocking partner a ready-made annulment action.

From abroad, organise the paper trail before the conflict hardens. Ask the manager in writing, by registered letter with acknowledgment of receipt or by email with a read receipt where the articles permit it, for communication of the accounts, the inventory, the management report and the draft resolutions. Every shareholder also has a permanent right to put written questions to the manager, who must answer during the meeting, and to obtain at any time communication of defined company documents for the last three financial years. If the manager is your partner and refuses to answer, those unanswered letters become exhibits. If you are the manager and the blocking party is a minority shareholder who refuses to attend, convene strictly in the forms and time limits of the articles and the decree, hold the meeting even if the partner stays away, record the attendance sheet and the minutes precisely, and have the accounts approved by the majority the articles require. An absent partner who was regularly convened and documented as absent is far weaker before a judge than a partner who was never properly invited. The public service for businesses summarises the filing side of the same sequence on its official page for the deposit of company annual accounts, which is the natural companion to the convening rules once the vote has taken place.

B. Getting a Court-Appointed Agent to Convene the Meeting From Abroad

When the manager will not convene the meeting at all — typically because the manager is the blocking partner, or because the two 50/50 partners no longer speak — French law does not leave the company paralysed. In a SARL, article L. 223-27 of the Commercial Code allows one or more shareholders holding half of the shares, or holding one-tenth of the shares if they represent at least one-tenth of the shareholders, to demand that a meeting be held, and the same article organises written consultation and remote attendance where the articles permit it. Where even that request is ignored, any interested person can petition the president of the competent court in summary proceedings to order the manager to convene or to appoint an agent (mandataire) to do it. In companies with shares, article L. 225-103 of the Commercial Code opens the same door: in the absence of convening by the board, the meeting can be convened by a court-appointed agent at the request of any interested person in an emergency, or of shareholders holding at least 5 percent of the capital. For a foreign shareholder this is decisive, because the petition can be prepared and filed by a lawyer in France while you remain abroad, the hearing takes place in summary proceedings (référé, the fast-track urgent procedure before the president of the court), and the order designates an independent professional who convenes the meeting, sets the agenda and chairs the vote, so that neither partner controls the process.

The Versailles Court of Appeal gave a textbook illustration on 13 April 2023 (RG 22/04679, full decision on courdecassation.fr). In a SARL owned by a married couple in the middle of a hostile divorce, the wife, majority shareholder with 4,400 of 8,000 shares, sought a court-appointed agent to convene an extraordinary meeting to revoke the husband-manager and decide on the continuation of the business. The first judge had refused, finding serious disputes for the full trial court. The Court of Appeal reversed: it noted that no valid attendance sheet and no minutes existed for the alleged meeting of 20 April 2022, that no fresh meeting had been convened within the agreed fifteen days, and it held that “les documents visés à l’article L 223-26 du code de commerce n’avaient pas été valablement soumis à l’approbation de l’assemblée générale des associés dans les six mois suivants la clôtures des exercices 2019 et 2020, caractérisant ainsi l’existence d’un trouble manifestement illicite.” The court added that “La désignation d’un mandataire ad hoc constitue ainsi une mesure nécessaire”, and appointed an agent with a mission to convene a meeting covering the financial years 2019 to 2021, their approval and the appropriation of profits, the continuation or dissolution of the company, the replacement of the manager if the business continued, and the appointment of an amicable liquidator if it did not. Three lessons follow for a foreign founder. First, keep count of the missed deadlines: accounts not validly submitted within six months of year-end for two consecutive years was treated as a manifestly unlawful disturbance, which is the key that opens summary proceedings. Second, attack the missing paperwork, not only the personalities: no attendance sheet, no minutes and no proof of a fresh convening notice weighed more than the mutual accusations. Third, ask for a wide mission: the agent can be instructed to put approval of several years, allocation of profits, continuation of the company and change of manager on the same agenda, so one court order resolves the whole blockage instead of producing a new dispute every year.

In practice, the petition from abroad runs as follows. Your lawyer files a request before the president of the judicial court or the commercial court of the company’s registered office, attaching the articles of association, the Kbis (the official identity extract of the company issued by the greffe, the registry office of the commercial court that keeps the RCS, the Registre du commerce et des sociétés or Trade and Companies Register), proof of your shareholding, copies of your unanswered demands for a meeting, and the accountant’s letter showing the accounts are ready. You request, principally, an order for the manager to convene within a short fixed period under a daily penalty (astreinte, a judicial daily fine for delay), and in the alternative the designation of a mandataire with the detailed agenda described above and a provision for fees advanced by the company. If the six-month period has already expired, the same petition asks the court to extend the approval deadline, since only a court decision can grant that extension. Once the agent is appointed, cooperate fully: send your questions in writing before the meeting, vote by videoconference or by correspondence where allowed, and make sure every step is minuted. The resulting resolutions are then enforceable against the company and can be filed, and the blocking partner who refused to convene can be ordered to bear the costs.

II. How to Challenge a Refusal to Approve and Still File Your French Company’s Accounts

A. When a Refusal Becomes an Abuse: Annulment, Liability and the Paper Trail

A shareholder’s vote is a right, not a blank cheque, and French courts police its exercise. A refusal to approve accounts that is motivated only by the desire to harm the other partner, to starve the company of distributions, or to extract a personal advantage can be annulled as an abuse of majority or an abuse of minority depending on who casts the decisive vote. The test applied by the courts has two limbs: the decision must run against the company’s interest, meaning it was not taken in the common interest of the shareholders, and it must have been taken for the sole purpose of favouring the voter to the detriment of the others. The Bordeaux Court of Appeal restated the test on 5 January 2026 in a case about systematic transfers to reserves (RG 24/00405, full decision on courdecassation.fr): “La décision de mise en réserve de la totalité du résultat annuel, qui est ainsi contraire à l’intérêt social en ce qu’elle n’a pas été prise dans l’intérêt commun des associés, et qui a été décidée dans l’unique dessein de favoriser l’associé majoritaire au détriment de l’associée minoritaire, constitue encore un abus de majorité et encourt alors l’annulation.” The court confirmed the annulment of the meeting’s resolutions on the appropriation of profits and on the manager’s pay. The same reasoning applies to a partner who votes down the accounts year after year without putting forward any economic justification, or who makes approval conditional on an unrelated concession such as a buyback price, a pay rise or a lease renewal. Conversely, a vote against approval can be legitimate where the accounts contain genuine irregularities, unjustified expenses or confusion between private and company funds — but the opposing partner must then say so precisely, in writing, with figures, and request an expert examination rather than simply boycotting the meeting.

Time limits matter on both sides of this fight. The Court of Cassation recalled under article L. 241-5 of the Commercial Code‘s criminal backdrop that managers face punishment — “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” — while the civil action to annul company resolutions is governed by a three-year prescription. In its judgment of 26 September 2018 (pourvoi No. 16-13.917, full decision on courdecassation.fr), the Commercial Chamber of the Court of Cassation held that “l’action en nullité des délibérations sociales se prescrit par trois ans à compter du jour où elles sont prises, sauf dissimulation entraînant une impossibilité d’agir”, and it quashed an appeal ruling that had lifted the time bar without checking whether the disputed meetings had actually been concealed. For a foreign shareholder this means two things. First, do not sleep on a tainted meeting: diary the three-year period from the date of each disputed resolution and file for annulment promptly, because a court will not help a shareholder who discovered the meeting late but cannot show concealment. Second, if you suspect hidden meetings were held behind your back while you lived abroad — minutes you never received, registered letters sent to a stale address, accounts filed that you never voted — gather evidence of concealment at once, since proven concealment is the only thing that stops the three years from running.

Build the abuse file the way a judge reads it. Show the pattern: three years of profits transferred to reserves with no dividend and no investment plan, or three years of accounts voted down without a single written objection to a figure. Show the economics: the company’s cash position, the absence of any project requiring the retained sums, the parallel increase in the blocking partner’s own remuneration or benefits. Show the intent: messages making approval conditional on a buyout, threats to keep blocking until you yield, admission that the figures themselves are not disputed. And show your own good conduct: timely convening requests, written questions answered or left unanswered, attendance in person or by video, votes explained in the minutes. Where the company’s auditors exist, their reports carry weight: a clean auditor’s report on accounts that a partner still votes down without reasons points toward abuse, while a qualified report vindicates a refusal grounded in genuine doubt. If the blockage comes from the minority, the remedy is usually to hold the meeting without them after regular convening and to have the accounts approved by the majority, then to defend the resolution by showing the refusal served no company interest. If the blockage comes from the majority, the remedy is the annulment action combined, where the facts support it, with a claim for damages for the loss caused — lost dividends, late-filing penalties, bank credit withdrawn — and in extreme deadlocks a petition for dissolution for deadlock (mésentente paralysing the company) or for the appointment of a provisional administrator. Each of these routes starts from the same foundation: complete minutes, complete correspondence and complete accounts.

B. Filing at the Registry Without a Unanimous Vote: Deadlines, Confidentiality and Penalties

Approval and filing are two distinct steps, and the second does not require unanimity. Once the meeting has been held — convened by the manager or by the court-appointed agent — and the accounts have been approved by the required majority, the company must deposit them at the greffe of the court of its registered office for annexation to the RCS. Under article L. 232-23 of the Commercial Code, companies with shares file within one month of approval, extended to two months for electronic filing, and the file includes the annual accounts, the management report where required, the auditor’s report where one exists, the proposed and voted appropriation of profits, and where applicable the consolidated accounts and group reports. SARLs follow the parallel track of articles L. 232-21 and L. 232-22 with the same one-month and two-month rhythm. Since 2023 the filing runs through the Guichet unique (the single online window operated by the INPI, the Institut national de la propriété industrielle, the French industrial property and business formalities office), which routes the deposit to the competent greffe; the greffe then publishes a notice in the BODACC (Bulletin officiel des annonces civiles et commerciales, the official gazette of civil and commercial announcements). A dissenting partner’s signature is not required on the filed documents: what must be filed is the approved accounts plus the resolution of appropriation as voted, and the minutes showing how each partner voted. A partner who voted against approval can have their opposition recorded in the minutes, which protects their right to challenge the resolution later, but cannot veto the deposit itself once the majority has spoken.

Three practical filings deserve attention from abroad. First, the confidentiality option. Small companies meeting the micro-enterprise or small-enterprise definitions can keep their accounts partly out of public view when filing, under article L. 232-25 of the Commercial Code, which allows micro-enterprises to declare that deposited accounts will not be made public and small enterprises to keep the profit-and-loss account unpublished, while medium-sized enterprises may publish only a simplified balance sheet and annex. Group subsidiaries are excluded from this shelter. For a foreign-owned company that dislikes showing its margins to competitors, ticking the confidentiality declaration at filing time is a simple protective reflex that costs nothing. Second, the refused-approval scenario. Where the meeting, duly convened, refuses to approve the accounts — the vote is negative — there is no approved account to file, but the company is not dispensed from its duties: the refusal and its reasons must be minuted, the manager must prepare corrected or completed documents where the objections are founded, and a new meeting must be convened promptly, if necessary with a fresh court extension of the six-month period. Filing unapproved accounts as if they had been approved is a false statement that exposes the manager to liability and the company to sanctions. Third, the no-meeting scenario. Where no meeting could be held at all because the manager defaulted and the court route is still pending, request the extension of the approval deadline before the six months expire, keep the accountant’s certification that the documents are ready, and file the tax returns on time regardless: the corporate tax return follows its own calendar with the tax administration and does not wait for the shareholders’ vote.

Penalties pile up quietly, which is why a blocked partner often underestimates the cost of the game. On the criminal side, the manager who never submits the accounts faces the fine of article L. 241-5. On the civil side, any interested person and the public prosecutor can petition the court to order convening under penalty, late filing draws/flat-rate fines and blocks the issuance of up-to-date Kbis-dependent operations, banks freeze credit lines when filed accounts grow stale, and the manager’s personal liability for mismanagement (faute de gestion) grows with every missed deadline. The foreign shareholder living abroad is not shielded by distance: a non-resident manager remains fully liable, and a non-resident majority shareholder who organises the blockage can be sued for abuse in the company’s court. The Paris region adds its own rhythm — the greffe of the Paris commercial court processes very large volumes around June and July, so file electronically early in the two-month window rather than posting paper at the deadline — and the Île-de-France commercial courts hear convening petitions in summary proceedings within days where the file shows expired deadlines and unanswered demands, which rewards the shareholder who prepared the paper trail from abroad instead of waiting to land in Paris.

Conclusion

A partner who blocks your French company’s annual accounts while you live abroad holds a nuisance power, not a veto right. The six-month approval duty runs regardless of the quarrel; the papers must reach every shareholder fifteen days before the meeting; a court-appointed agent can convene and chair the vote where the manager defaults; a refusal dictated by personal interest rather than by the figures can be annulled as an abuse; and the approved accounts are filed at the registry on a majority vote, with confidentiality options where the company qualifies. Act in that order: write, convene, petition, vote, file — and keep every letter, notice, attendance sheet and minute, because French judges decide these disputes on documents, not on recollections. Done properly from abroad, the blockage becomes a short procedural incident; left to drift, it becomes personal liability, stale bank files and three years of litigation. Treat the next approval meeting as a court exhibit in the making, and the partner who refuses to cooperate will discover that the law convenes without them.