When you run a French company from London, New York or Dubai, one French rule surprises almost every foreign founder: your annual accounts are public. Once they are filed at the greffe — the registry office of the commercial court that keeps the Registre du commerce et des sociétés (RCS, the French companies register) — anyone can order a copy. A competitor can read your turnover and your margins. A supplier can check your balance sheet before granting payment terms. A journalist, a prospective hire, a litigation opponent: all of them can buy your filed accounts for a few euros. For a founder who chose France for its market, not for its transparency, that exposure feels brutal.

French law does offer an escape hatch, and it is used far less by foreign-run companies than it should be: the déclaration de confidentialité, the confidentiality declaration filed together with the accounts. If your company is a micro-enterprise, you can keep the whole filing out of public circulation. If it is a small company, you can hide the profit-and-loss account. If it is a medium-sized company, you can publish only a simplified balance sheet and notes. The thresholds are generous — up to 50 million euros of turnover for the simplified regime — so most young foreign-owned subsidiaries qualify. But the mechanism has sharp edges: it must be claimed at the exact moment of filing, it is closed to subsidiaries of groups and to holding companies, and it never blinds the tax authorities, the courts, your bank or your own shareholders. Miss the filing altogether and the president of the commercial court can order you to file under a daily penalty — a penalty the Cour de cassation has confirmed falls on the director personally.

This article explains, for a business reader running a French SARL (limited liability company), SAS or SASU (simplified joint-stock company, including its one-shareholder form) or SA (public limited company) from abroad, what must be published, what may stay private, how to file confidentially through the online one-stop shop, and which mistakes turn a privacy option into a liability. If you are still setting up, start with our guide to setting up a company in France as a foreign founder, and keep our annual legal calendar for French companies run from abroad beside you: confidentiality is one step inside a yearly chain of approvals and filings.

I. The accounts your French company must publish, and the part you may keep private

A. Approve first, file second: the two deadlines foreign directors miss

French company law separates two moments that foreign directors constantly confuse: approving the accounts and filing them. Approval is an internal decision of the shareholders. Filing — the dépôt des comptes annuels — is the public step at the greffe. Confidentiality only exists at the second step, but you cannot reach it without completing the first correctly and on time.

Approval must happen within six months of the financial year-end. In a SARL, the statute is direct: the management report, the inventory and the annual accounts prepared by the managers “sont soumis à l’approbation des associés réunis en assemblée, dans le délai de six mois à compter de la clôture de l’exercice” (Article L.223-26 of the Commercial Code). Only a court order can extend that period. If the meeting is never convened, the public prosecutor or any interested person can ask the court president, in summary proceedings, to order the managers to convene it, if necessary under a penalty. In a one-shareholder SAS (SASU), the single shareholder approves the accounts — after the statutory auditor’s report if one exists — and the law states that “L’associé unique approuve les comptes, après rapport du commissaire aux comptes s’il en existe un, dans le délai de six mois à compter de la clôture de l’exercice” (Article L.227-9 of the Commercial Code). The same article adds a practical gift for the solo foreign founder who is also president: filing the signed inventory and accounts at the RCS within that period counts as approval, without a separate written decision. In a multi-shareholder SAS, the articles of association decide how the shareholders vote collectively — and well-drafted foreign-owned SAS articles allow votes by videoconference or written consultation, so nobody has to fly to Paris to approve the accounts.

Filing then follows within one month of approval, or two months when the filing is made electronically — which, since the dematerialisation of formalities, is the normal case. For a SARL, the company must file “dans le mois suivant l’approbation des comptes annuels par l’assemblée ordinaire des associés ou par l’associé unique ou dans les deux mois suivant cette approbation lorsque ce dépôt est effectué par voie électronique” (Article L.232-22 of the Commercial Code). For a company limited by shares — which includes the SAS and the SA — the parallel rule requires filing “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” (Article L.232-23 of the Commercial Code). What is filed is not just the balance sheet: the accounts, the management report where one is required, the statutory auditor’s report if there is one, and — often forgotten — the proposed allocation of the result submitted to the shareholders and the allocation resolution they voted. A filing missing the allocation documents is an incomplete filing, and an incomplete filing does not protect you.

Two practical consequences follow for a director living abroad. First, the calendar is tight and runs itself: year-end on 31 December means approval by 30 June and electronic filing by 31 August. The dividends the shareholders voted must then actually be paid within nine months of year-end, a rhythm the official service-public fiche on filing company accounts presents as the reason the six-month approval rhythm is standard practice. Second, everything now passes through the Guichet unique, the online formalities portal operated by the INPI (the French National Institute of Industrial Property, which also runs the companies formalities portal), or directly at the greffe of the company’s registered office. There is no longer a paper shortcut that excuses delay: a founder in another time zone files on the same portal as a Parisian director.

B. Who qualifies: micro, small and medium-sized companies, and the companies locked out

Article L.232-25 of the Commercial Code builds three confidentiality tiers, and the company’s size decides the tier. The text provides that micro-enterprises “peuvent déclarer que les comptes annuels qu’elles déposent ne seront pas rendus publics” — they may declare that the accounts they file will not be made public (Article L.232-25 of the Commercial Code). Small companies “peuvent demander que le compte de résultat ne soit pas rendu public”: only the profit-and-loss account is hidden, while the balance sheet and notes stay public. Medium-sized companies “peuvent demander que ne soit rendue publique qu’une présentation simplifiée de leur bilan et de leur annexe dans des conditions fixées par un règlement de l’Autorité des normes comptables”: the public sees a simplified balance sheet and notes, with a notice stating the publication is abridged, identifying the registry, and summarising the auditor’s opinion. In that simplified case, the full statutory auditor’s report is not attached to the public version. For micro and small companies, the official guidance confirms the auditor’s report is not published either when confidentiality is claimed — one more reason to claim it.

The size test uses three figures — balance-sheet total, net turnover, average headcount — and the company must stay below two of the three. The current thresholds, in force since 1 March 2024, are set by decree: for micro-enterprises, “le total du bilan est fixé à 450 000 euros, le montant net du chiffre d’affaires à 900 000 euros et le nombre moyen de salariés employés au cours de l’exercice à 10”; for small companies, 7.5 million euros of balance-sheet total, 15 million of net turnover and 50 employees; for medium-sized companies, 25 million, 50 million and 250 employees (Article D.123-200 of the Commercial Code). Two refinements matter enormously in practice. First, the two-out-of-three logic is written into the definition of micro-enterprises — the thresholds apply where, for the last closed financial year, “deux des trois seuils suivants, dont le niveau et les modalités de calcul sont fixés par décret, ne sont pas dépassés” — and crossing or falling below two thresholds only changes the category “si elle se produit pendant deux exercices consécutifs”, if it happens in two consecutive years (Article L.123-16-1 of the Commercial Code). A single exceptional year of strong growth does not eject you from the micro regime; two in a row do. Second, the same two-year smoothing protects a company whose turnover spikes once — but it also delays a shrinking company’s return to a more protective tier.

Three categories of companies are locked out even when their figures fit. The exclusions of Article L.123-16-2 of the Commercial Code cover credit institutions and financing companies, insurance and reinsurance businesses, mutual and provident bodies, listed companies, and entities appealing to public generosity — and, by cross-reference inside Article L.232-25, companies whose business is managing shareholdings and securities. That last exclusion bites foreign founders directly: a French holding company set up to carry your participations cannot hide its accounts, however small it is. The second lock-out is the group rule, stated twice in Article L.232-25 of the Commercial Code: “Les sociétés appartenant à un groupe, au sens de l’article L. 233-16, ne peuvent faire usage de cette faculté.” A French subsidiary consolidated into a group’s accounts — the standard situation of a foreign group opening a French SAS — generally cannot claim confidentiality at all. Founders sometimes discover this after years of confidential filings made in error, which is why the category check must come before the procedure, not after.

Finally, understand exactly whom confidentiality does not blind. The statute keeps full access for the courts, the administrative authorities, the Banque de France (the French central bank, whose company database rates businesses for the whole banking system) and the legal entities — defined by ministerial order — that finance or invest in companies or supply them services: they “ont toutefois accès à l’intégralité des comptes”. Your bank will still demand the full accounts before renewing an overdraft; the tax office never lost sight of them; a judge orders production whenever a dispute requires it. Confidentiality hides the accounts from competitors, the press and the curious — the audience that matters commercially — but it is not secrecy against the state, the banks or your own shareholders, who keep their statutory right to receive the full documents before the annual meeting.

II. Filing confidentially from abroad: the procedure and the traps

A. The procedure step by step, with the Paris specifics

The confidentiality option is exercised at filing time, inside the filing, not before or after. When you file — through the Guichet unique or at the greffe — you attach a signed déclaration de confidentialité stating that the company meets the size conditions and opts for the regime. The administration publishes standard templates: the model confidentiality declaration for a micro-enterprise company and the model declaration for small companies. Use them rather than drafting your own letter: the registries process thousands of filings, and a non-standard declaration invites a rejection that costs you the filing deadline. The declaration must be joined to the filing itself — the official guidance states that a company wishing its accounts unpublished must attach a confidentiality declaration to its filing. A declaration sent later, by separate letter, does not retroactively close accounts that have already entered the public file.

For a company whose registered office is in Paris or the inner suburbs, the competent registry is the greffe of the Paris commercial court — now the tribunal des activités économiques de Paris — or the corresponding registry for Hauts-de-Seine, Seine-Saint-Denis or Val-de-Marne. In practice the foreign director never travels: the filing goes through the Guichet unique online, the declaration is uploaded with the accounts and the allocation documents, and the registry records the filing. What the public then sees is the trace, not the content: third parties consulting the registry learn that accounts for the year were filed, but the balance sheet, the profit-and-loss account or the full notes — depending on the tier — are withheld from sale and from consultation. Infogreffe, the commercial courts’ joint information service, summarises the rule plainly: qualifying companies may ask the commercial court registry to keep their filed accounts confidential, with the micro thresholds of 450,000 euros of balance-sheet total, 900,000 euros of turnover and up to 10 employees, and the small-company thresholds of 7.5 million, 15 million and 50 employees (Infogreffe on confidential filing). Medium-sized companies, Infogreffe confirms, cannot opt for full confidentiality but may publish the simplified presentation instead.

Three preparation steps decide success, and all three can be done from abroad. First, verify the category before the year-end rush: pull the draft balance-sheet total, net turnover and average headcount, apply the two-out-of-three test, check the two-consecutive-years rule, and confirm the company is neither a holdings vehicle nor a group member. Second, align the approval mechanics with distance: if the SAS articles do not yet allow collective decisions by videoconference or written consultation, amend them during a quiet year, not in June under deadline pressure; if the company is a SASU with a non-shareholder president, remember the shareholder still approves personally and cannot delegate. Third, calendar the filing with a margin: electronic filing gives two months from approval instead of one, but waiting until the last day leaves no room to fix a rejected upload. Companies that file early and confidentially get the best of both worlds — full legal compliance and minimum public exposure.

One more Paris-region practical point: banks, landlords and public buyers in Île-de-France routinely ask young companies for recent accounts even when those accounts are confidential. A landlord in La Défense will not accept “our accounts are confidential” as an answer to a request for financial references; it will ask for the full documents under a non-disclosure agreement. Prepare a clean PDF pack — full accounts, auditor’s report where one exists, Kbis (the company’s official registration certificate, its identity card) of less than three months — so the finance team can answer within days. Confidentiality keeps your figures out of the public file; it does not dispense you from proving your solidity to counterparties who are entitled to ask.

B. The four mistakes that cost foreign-run companies money

The first mistake is the gravest: not filing at all. Some foreign directors assume that a small French subsidiary with no local staff can skip the filing, or that the parent company’s consolidated accounts suffice. They do not. When directors fail to file within the legal periods, the president of the commercial court may, on his own motion or at the request of an economic observatory, “leur adresser une injonction de le faire à bref délai sous astreinte” — order them to file promptly under a penalty payment (Article L.611-2, II, of the Commercial Code). If the order is ignored, the court summons the directors and may apply prevention measures; more immediately, any interested person or the public prosecutor can separately ask the court president in summary proceedings to order any legal entity’s director to complete RCS filings under penalty, and to appoint an agent to do it at the company’s expense (Article L.123-5-1 of the Commercial Code). The Cour de cassation has given this mechanism teeth that every director living abroad should memorise: “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”. In that widely published ruling, a director was ordered to pay 3,000 euros personally for ignoring the filing injunction (Cass. com., 7 May 2019, appeal no. 17-21.047, published in the Bulletin, full decision of the Cour de cassation). Distance is no defence: the penalty falls on the legal representative personally, wherever he lives. Alongside this civil track runs a criminal one: failure to file exposes the director to a criminal fine of 1,500 euros, 3,000 euros for a repeat offence, prosecutable for one year after the filing date, as the official filing guidance recalls. Unfiled years also accumulate silently — recent commercial court practice shows companies summoned over two missing years at once — and banks treat missing filings as a red flag for any credit decision.

The second mistake is claiming the wrong tier — most often the group trap. A French SAS owned by a British, American or Gulf group, consolidated into the parent’s accounts, files three years of “confidential” accounts, then discovers during a dispute or an audit that the confidentiality was void from the start because group companies are excluded. The exposure cannot be undone: accounts already communicated to the registry’s public file for those years stay consultable. Symmetrically, a French holding company managing the founder’s participations can never claim confidentiality because of its activity, whatever its size. The category check — thresholds, two-year rule, holdings activity, group membership — belongs in the file before every filing, documented in a one-page memo the accountant signs off. When the group situation is ambiguous, for example a minority foreign shareholding without consolidation, get the analysis in writing rather than guessing.

The third mistake is overestimating what confidentiality delivers. It does not bind your shareholders: every shareholder keeps the right to receive the full accounts, reports and draft resolutions before the annual meeting, and in a SARL any shareholder may at any time obtain the company documents for the last three years. A minority shareholder in conflict with the foreign majority will always see the complete figures — confidentiality never disarms an internal dispute. It does not bind the Banque de France either: the central bank’s company database continues to score the company on the full filed accounts, and that score drives the banking system’s view of your subsidiary. And it does not bind the contractual counterparties who make access a condition of doing business. Treat confidentiality as camouflage against the general public, not as armour against informed insiders.

The fourth mistake is purely procedural: forgetting the declaration, filing it late, or filing accounts that do not match the approved version. The declaration must travel with the filing; the allocation resolution voted by the shareholders must match the allocation filed; and the figures filed must be the approved ones, including any amendments the meeting made. A frequent variant among foreign-run companies is the mid-summer rush: approval signed late, filing uploaded on the last day, declaration forgotten, then a corrective filing attempted months later — with the original public accounts sitting in the file in the meantime. Build the declaration into the closing checklist next to the allocation resolution, and have the person who uploads the filing confirm all three attachments: accounts, allocation documents, declaration. That single control costs nothing and saves the entire strategy.

Conclusion

France publishes company accounts by default, but it lets most young foreign-owned companies step out of the shop window. A micro-enterprise keeps everything back; a small company hides its profit-and-loss account; a medium-sized company publishes a simplified picture. The price of that discretion is discipline, not money: approve within six months, file within one month — two electronically — attach the confidentiality declaration to the filing itself, and check every year that the thresholds, the holdings test and the group test still point to the same tier. What confidentiality cannot do, no procedure can: the courts, the tax authorities, the Banque de France, your bank and your shareholders will always see the full accounts, and a director who files nothing at all faces an injunction, a personal penalty confirmed by the Cour de cassation, and a criminal fine. Done correctly, from Paris or from abroad through the Guichet unique, the confidential filing gives a foreign-run company exactly what it needs: full compliance with French corporate duties, and competitors left reading an empty file.