You live in London, New York, Dubai or Singapore. Your French company, a SAS (société par actions simplifiée, the flexible joint-stock company most foreign founders choose) or a SARL (société à responsabilité limitée, the limited liability company with stricter statutory rules), runs its business in France while you pilot it from abroad. Then a letter arrives from the greffe, the registry office of the French commercial court where your company is registered: your annual accounts were never filed. Or your French accountant resigns and tells you that two financial years were never approved. Or your bank freezes a loan application because the company’s file at the Registre du commerce et des sociétés (RCS, the French companies register) shows no accounts. This situation is far more common than foreign directors imagine, and it is far more dangerous than a simple administrative delay. French law treats the preparation, approval and filing of annual accounts as a hard obligation of the director, with court orders backed by penalty payments, personal liability of the legal representative, and, if the company later collapses, a direct path for a liquidator to make the director pay for the shortfall out of personal assets. The good news is that a late filing can still be regularised, even from the other side of the world, provided you follow the correct sequence. This article explains what French law requires, what happens when nothing is filed, and how a foreign director fixes the situation step by step.
I. How do you approve and file your French company’s annual accounts from abroad?
Every French commercial company must close its financial year, prepare accounts, have them approved by the shareholders, and file them at the greffe. The calendar is strict, but each step can be completed from abroad if you organise it properly. The full yearly cycle is described in our guide to your French company’s annual legal calendar, from approving the accounts to filing them from abroad, and this article focuses on the two steps foreign directors miss most often: approval and filing.
A. How do you validly approve the accounts within six months from abroad?
At the end of each financial year, the directors must draw up an inventory, prepare the annual accounts and write a management report. Article L. 232-1 of the Commercial Code states this in unambiguous terms: “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 plain English: when the financial year closes, the board, the management body or the managers prepare the inventory, the annual accounts and a written management report. The annual accounts themselves consist of three inseparable documents: the balance sheet (bilan), the profit and loss account (compte de résultat) and the notes (annexe). No director can approve what does not exist, so the first duty is to make sure a qualified accountant, in France an expert-comptable, actually produces these documents. Living abroad is no excuse for having no accounts at all, as a Paris court confirmed in firm language examined below.
Once the accounts are prepared, the shareholders must approve them within six months of the year-end. In a SARL, Article L. 223-26 of the Commercial Code provides that “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 management report, the inventory and the annual accounts drawn up by the managers must be submitted for approval to the shareholders meeting within six months of the year-end, unless a court extends the deadline. In a Société Anonyme (SA, the public limited company form), the rule is the same: “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 ordinary general meeting must be held at least once a year, within six months of the year-end, subject to a court-ordered extension. In a SAS, Article L. 227-9 leaves the procedure to the articles of association, but the six-month deadline still applies to the collective decision on the accounts: “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.” A sole shareholder approves the accounts, after the statutory auditor’s report if one exists, within six months of the year-end.
Three practical points matter for a director living abroad. First, the six-month deadline can be extended by a court order. If your accountant is late or documents are stuck overseas, your lawyer applies to the president of the commercial court for a prolongation before the deadline expires. Judges grant these routinely when the request is made in time and in good faith. Second, distance does not prevent valid meetings. Shareholders can meet by video conference if the articles allow it, vote by correspondence, or, in a SAS with a flexible drafting, be consulted in writing. A sole shareholder simply signs dated decisions recorded in the company register. Third, keep proof of everything: notices sent by email, powers of attorney, signed minutes, and the auditor’s report where one is required. When the greffe or a court later asks what happened, these papers are your evidence that the company is run seriously.
Many foreign directors discover the problem at this stage: the accounts were never even prepared, so there was nothing to approve. French courts draw a hard line here. In a decision of 30 June 2022, the Paris Court of Appeal (Pôle 5, Chambre 9, RG 21/21242) held that a director cannot take shelter behind the work of the chartered accountant on the preparation of the accounts in order to escape all liability. The court added that preparing the annual accounts is one of the tools a director needs to steer the business. Delegating the bookkeeping to a professional does not transfer the legal duty; the director must check that accounting is actually done. If your French accountant has gone silent or resigned, appointing a successor immediately is not optional, it is the core of your duty as a dirigeant, the legal representative of the company.
B. How do you file the accounts at the greffe within one month of approval?
Approval is only half the job. The approved accounts must then be filed at the greffe of the commercial court, to be attached to the company’s record at the RCS. For companies limited by shares, which include the SAS and the SA, Article L. 232-23 of the Commercial Code requires that “Toute société par actions est tenue de déposer au greffe du tribunal, pour être annexés au registre du commerce et des sociétés, dans le mois suivant l’approbation des comptes annuels par l’assemblée générale des actionnaires ou dans les deux mois suivant cette approbation lorsque ce dépôt est effectué par voie électronique” a defined list of documents: the annual accounts, the management report, the statutory auditors’ report where one exists, and the proposed and voted allocation of the result. In English: every company limited by shares must file at the court registry, within one month of approval by the shareholders, or within two months when filing electronically, the accounts, the reports and the profit allocation decision. Similar duties apply to other forms: Article L. 232-21 imposes the same one-month, or two-month electronic, deadline on certain partnerships limited by shares structures, and its text is available on Légifrance. If the shareholders refuse to approve the accounts, a copy of that refusal must still be filed within the same deadline, so a disagreement between partners never justifies filing nothing.
In practice, filing is done electronically through the Guichet unique, the single online gateway for business formalities operated under the responsibility of the INPI (Institut national de la propriété industrielle, the French intellectual property and business formalities institute), at formalites.entreprises.gouv.fr. The filing is transmitted to the competent greffe, the one of the place where the company has its siège social, its registered office. A company registered in Paris files at the greffe of the Paris commercial court; a company in Lyon files in Lyon. The official step-by-step guide is published by the administration on the Service Public Entreprendre page for the filing of company annual accounts. A foreign director can complete the filing personally with a FranceConnect-compatible or qualified electronic signature, or instruct a French professional, accountant or lawyer, to file on the company’s behalf. Modest registry fees apply, and the filing is then visible to banks, suppliers, partners and courts: anyone ordering the company’s records sees whether the accounts were filed and when.
Two reliefs deserve attention. First, small companies can keep their figures out of the public eye, but they must still file. Article L. 232-25 of the Commercial Code allows companies meeting the definition of micro-enterprises to declare, in the words of the article, that they “peuvent déclarer que les comptes annuels qu’elles déposent ne seront pas rendus publics” (may declare that the annual accounts they file will not be made public), while small companies may keep their profit and loss account confidential. Confidentiality is declared at the time of filing, never a reason to skip it, and groups of companies cannot use it. Second, if the shareholders have not approved the accounts at all, some directors wrongly conclude there is nothing to file. The opposite is true: convene the meeting late, approve late, then file late. A late filing regularises the company’s public record, while a missing filing accumulates every sanction described in the second part of this article.
II. What happens if your French company never files its accounts, and how do you fix it from abroad?
Missing one filing deadline rarely produces an immediate penalty, which is exactly why foreign directors underestimate the risk. The French system does not fine you on day one. It escalates: the greffe notices, the president of the commercial court orders you to file under penalty payments, any interested party can go to court to force you, and if the company later fails, the missing accounts become evidence of mismanagement used to make you pay the company’s debts personally. Each level can be triggered while you live thousands of kilometres away, and each level is reason to act now rather than after the next letter.
A. What can the greffe, the court and your creditors do when nothing is filed?
The chain reaction starts quietly inside the court registry. Article L. 232-24 of the Commercial Code provides that “Le greffier, lorsqu’il constate l’inexécution du dépôt prévu au I des articles L. 232-21 à L. 232-23”, the registrar, when he records the failure to make the required filing, informs the president of the commercial court, who may then use the injunction powers of Article L. 123-5-2 or Article L. 611-2, II of the Commercial Code, and also informs the State representative in the area. Your company’s silence is therefore reported automatically; no complaint is needed for the court to take notice.
The president of the commercial court can then order the directors to file promptly under astreinte, the French penalty payment that accrues per day of delay. The general power is in Article L. 611-2, II of the Commercial Code: “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.” When company directors fail to file the annual accounts within the applicable deadlines, the court president may order them to do so promptly under penalty payment. If the order is ignored beyond the regulatory grace period, the president can summon the directors to explain the company’s difficulties, which opens the door to prevention proceedings. A sectoral variant exists for agri-food and retail distribution companies in Article L. 123-5-2, where the penalty payment can reach a high daily ceiling: “Le montant de cette astreinte ne peut excéder 2 % du chiffre d’affaires journalier moyen hors taxes réalisé en France par la société au titre de cette activité, par jour de retard à compter de la date fixée par l’injonction.” The amount of the penalty payment may not exceed 2 percent of the average daily turnover excluding tax earned in France for that activity, per day of delay from the date set in the order.
Courts apply these orders to the director personally, not only to the company. In a ruling of 7 May 2019 (Court of Cassation, Commercial Chamber, appeal no. 17-21.047), the court recalled that “lorsque le président d’un tribunal de commerce, ayant enjoint sous astreinte au représentant légal d’une personne morale de déposer les comptes annuels, constate le défaut d’exécution et liquide l’astreinte, le représentant légal est condamné à titre personnel”: when the court president, having ordered a company’s legal representative under penalty payment to file the annual accounts, records non-compliance and quantifies the penalty, the legal representative is condemned in a personal capacity. In that case, the order of the president of the Nanterre commercial court of 25 April 2017 had condemned the director to pay 3,000 euros as the quantified penalty, and the Court of Cassation confirmed that the debt was his own. A foreign director who ignores an injunction from a French commercial court therefore risks a personal order that can be enforced against personal assets, including through European enforcement instruments where applicable.
Pressure can also come from private parties. Article L. 123-5-1 of the Commercial Code allows “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.” At the request of any interested party or the public prosecutor, the court president ruling in urgent proceedings may order a company’s director under penalty payment to file the documents the company is legally required to register. A minority shareholder in a dispute, a creditor, a former business partner or the public prosecutor can each force the filing. In a Société Anonyme, a specific criminal fine completes the picture: Article L. 242-8 punishes with “une amende de 9000 euros le fait, pour le président, les administrateurs ou les directeurs généraux d’une société anonyme, de ne pas, pour chaque exercice, dresser l’inventaire et établir des comptes annuels et un rapport de gestion”, a 9,000 euro fine for failing, for each financial year, to draw up the inventory and prepare annual accounts and a management report.
Beyond courts, the commercial consequences accumulate silently. French banks routinely check the RCS record before granting or renewing credit, and missing accounts signal a company that may be badly managed or already in difficulty. Suppliers and major clients do the same through commercial information providers. Public tenders require recent accounts. An unpaid creditor who discovers that no accounts were filed for years will argue, often successfully, that the director was at fault. And if the company enters liquidation judiciaire, the court-ordered winding-up procedure, the liquidator will examine exactly these failures, which leads to the gravest risk of all, developed in the next section.
B. How do you file late, limit the damage and protect yourself as a foreign director?
The reassuring starting point is that French law accepts late filings. The greffe does not refuse accounts because they arrive one or three years late. The regularisation sequence from abroad follows five steps. First, instruct a French expert-comptable to reconstruct the missing financial years: bookkeeping, inventory, balance sheet, profit and loss account, notes and management report. If the previous accountant holds the files, demand their return in writing; professional rules require the handover of client documents. Second, convene the shareholders, even late, and have them approve each missing year’s accounts, recording the allocation of profits or losses for every year. Use video participation or written procedure as the articles permit, and keep signed minutes for each year. Third, file every missing year’s bundle at the Guichet unique for the competent greffe, adding the confidentiality declaration if the company qualifies as a micro or small enterprise. Fourth, pay the registry fees and keep the filing receipts, which prove the date of regularisation. Fifth, diary the next deadlines so the same failure never recurs: year-end plus six months for approval, plus one month for filing, or two months for electronic filing.
If the six-month approval deadline has already passed and the accounts are still being prepared, apply immediately for a court extension of the deadline rather than letting the delay grow unexplained. The president of the commercial court extends these deadlines routinely when asked before the situation deteriorates. An extension order shows banks, partners and any future judge that the directors acted diligently. Conversely, holding no meeting at all while waiting for perfect figures is the worst strategy: it converts a delay into evidence of abandonment. Even imperfect but sincere accounts, approved and filed, protect a director far better than silence.
The deepest reason to regularise quickly is the link between missing accounts and personal liability if the company fails. When a liquidation judiciaire reveals that assets cannot cover liabilities, Article L. 651-2 of the Commercial Code allows the court to charge the shortfall to the directors: “Lorsque la liquidation judiciaire d’une personne morale fait apparaître une insuffisance d’actif, le tribunal peut, en cas de faute de gestion ayant contribué à cette insuffisance d’actif, décider que le montant de cette insuffisance d’actif sera supporté, en tout ou en partie, par tous les dirigeants de droit ou de fait, ou par certains d’entre eux, ayant contribué à la faute de gestion.” When the court-ordered liquidation of a legal entity reveals an asset shortfall, the court may, where mismanagement contributed to that shortfall, order that it be borne in whole or in part by the directors in law or in fact who contributed to it. Simple negligence alone cannot trigger this liability, but absent or non-existent accounting goes far beyond simple negligence in the eyes of French courts.
The Paris Court of Appeal said so expressly on 30 June 2022 (Pôle 5, Chambre 9, RG 21/21242), confirming a judgment of the Meaux commercial court that had ordered a director to pay 300,000 euros toward the shortfall under Article L. 651-2. The court found that only the 2017 tax bundle had been produced, that no accounting records had been communicated during the liquidation or the court proceedings, and that accounting had therefore been non-existent since 2018 although it was the director’s duty to establish it. Its central holding was that the absence of accounting prevents precise monitoring of the company’s activity and of its ability to pay its invoices and expenses out of operating income, and thereby contributes to the emergence of an asset shortfall by depriving the director of the warning tools that should have led him to declare the company’s insolvency. The court characterised the continuation of a loss-making activity without accounts as mismanagement that increased the liabilities during the suspect period. A foreign director who leaves a French company without accounts for years is building, document by document missing, the exact case a future liquidator will bring.
The same decision recalls the connected duty to declare insolvency promptly. Article L. 640-4 of the Commercial Code requires that “L’ouverture de cette procédure doit être demandée par le débiteur au plus tard dans les quarante-cinq jours qui suivent la cessation des paiements, s’il n’a pas dans ce délai demandé l’ouverture d’une procédure de conciliation.” The opening of the procedure must be requested by the debtor no later than forty-five days after the cessation of payments, the moment when the company can no longer pay its due debts with its available assets, unless conciliation proceedings were requested in the meantime. Without accounts, a director living abroad cannot know when that forty-five-day clock starts running, yet remains liable for missing it. If the reconstructed accounts reveal that the company is already unable to pay its debts, the priority shifts from filing to restructuring or insolvency advice, a distinct procedure explained in our article on closing, dissolving and liquidating a French company from abroad.
Two final practical warnings complete the picture. First, never manufacture accounts or backdate minutes. Filing reconstructed accounts prepared honestly by a professional, with the true dates of late meetings, regularises the situation; fabricating documents creates criminal exposure far worse than any filing delay. Second, if several years are missing, file every one of them. Courts and liquidators treat one missing year as an accident and three missing years as a management method. The cost of reconstructing three years of bookkeeping is real, but it is a fraction of a personal condemnation measured in hundreds of thousands of euros.
Conclusion
A French company run from abroad follows the same accounting calendar as any French company: accounts prepared at year-end, approved by the shareholders within six months, and filed at the greffe within one month of approval, or two months when filed electronically. Distance changes nothing in the duties and little in the procedure, since meetings can be held remotely and filings completed online through the Guichet unique. What distance does change is vigilance: without a reliable French accountant and a calendar that alerts you before each deadline, years can pass with nothing approved and nothing filed, until a letter from the greffe or a court injunction arrives. By then, the remedies still exist, late approval and late filing remain possible, confidentiality options protect small companies, and a court extension can buy honest time. But each missing year also feeds the two gravest risks in French company law: a personal penalty payment order for ignoring the court, and a personal contribution to the asset shortfall if the company collapses without accounts. The director who regularises now, from abroad, with a professional and a clear paper trail, keeps a manageable administrative delay. The director who waits lets it become a personal liability. The accounts will have to be produced one day; producing them today is always cheaper than explaining their absence tomorrow.