Annual accounts approval lawyer in Paris: meetings, deadlock, delays.

In a SARL, the management report, the inventory and the annual accounts drawn up by the managers are submitted to the members in a meeting within six months of the end of the financial year, unless the court extends that period (Article L. 223-26 of the French Commercial Code). The public limited company (société anonyme) is subject to a comparable rule for its ordinary general meeting (Article L. 225-100). Where the company has only one shareholder, that shareholder approves the accounts within the same six-month period, whether it is an EURL or a SASU (Article L. 223-31 and Article L. 227-9). A SAS with several shareholders is a separate case: the law refers to the articles of association, which must provide for the collective decision on the accounts. For a financial year ending on 31 December, the deadline therefore falls, in principle, on the following 30 June in a SARL. That time limit also governs what follows: filing with the court registry takes place within one month of approval, or within two months if filed electronically. The firm checks the year-end date set out in the articles of association, any change of financial year and whether an extension order exists before fixing the date of the meeting.

Not automatically. Article L. 227-1 of the Commercial Code excludes, for the SAS, several rules applying to the public limited company, including Article L. 225-100, which requires the meeting to be held within six months (Article L. 227-1). Article L. 227-9 leaves it to the articles of association to set the forms and conditions of collective decisions, including the approval of the accounts. In a judgment of 7 January 2026, the Criminal Chamber quashed a conviction based on the overrun of this time limit, noting that the judges had checked neither the existence of a sole shareholder nor any clause in the articles of association (Cass. crim., 7 January 2026, No. 24-83.864). Three situations result. If the SAS has a sole shareholder, the law requires that shareholder to approve within six months. If the articles of association set a time limit, that time limit applies. If the articles are silent, the obligation to submit the accounts to the shareholders remains, but no specific statutory time limit applies. Filing with the court registry, which follows approval, remains pending for as long as the shareholders have not decided. The firm therefore begins by re-reading the clause of the articles of association on collective decisions before any formal notice or court application.

The six-month time limit may be extended by court decision (Article L. 223-26 of the Commercial Code). For the public limited company, the application comes from the board of directors or the management board, and the president of the court rules on application by order (Article R. 225-64). In practice, the registry of the Paris economic activities court (tribunal des activités économiques) recommends filing the application before the time limit expires, signed by the legal representative and accompanied by the latest accounts. The application must set out a genuine reason and propose a realistic new deadline. An extension is not guaranteed: in Clermont-Ferrand, majority shareholders obtained the withdrawal of an extension order, the president noting that the accounts had been drawn up by the accountant and audited by the statutory auditor, and that "they are entitled to vote against the approval of the company accounts at the general meeting" (our translation) (TC Clermont-Ferrand, president, 18 March 2025, No. 2024006464). That decision went against the company that had obtained the postponement. The firm therefore checks that the delay stems from an objective cause, such as late completion of the accounting work, and not from a disagreement between shareholders that is a matter for the vote.

The shareholder has two routes. The first is an order: if the meeting has not been held within six months, any interested person may ask the president, ruling by urgent application, to order the managers, where appropriate subject to a daily penalty, to convene it or to appoint an agent to do so (Article L. 223-26 of the Commercial Code). The second is the direct appointment of an agent: any shareholder may apply to the court for an agent to convene the meeting and set its agenda (Article L. 223-27). The president of the Paris economic activities court thus appointed an ad hoc agent at the request of shareholders together holding 70% of the share capital, after several formal notices had gone unanswered, with the task of obtaining the accounts and holding the meeting (TAE Paris, urgent application, 11 July 2025, No. 2025028211). In another case, he held that the assignment requested "does not justify the appointment of a court-appointed administrator but that of an ad hoc agent" (our translation) (TAE Paris, urgent application, 23 January 2025, No. 2024068066). The application is best preceded by a dated formal notice and should propose a precise agenda: approval of each overdue financial year, allocation of the result and, if necessary, the fate of the manager's mandate.

In a SARL, the annual accounts, the management report, the text of the proposed resolutions and, where applicable, the consolidated accounts and the statutory auditors' reports are sent to the members at least fifteen days before the meeting (Article R. 223-18 of the French Commercial Code). Micro and small companies are, however, exempt from preparing a management report, except in the cases provided for by Article L. 232-1, IV, of the Commercial Code. During those fifteen days, the inventory is kept at the registered office at their disposal, without any right to take a copy. From the time of this disclosure, each member may put written questions, which the manager must answer during the meeting (Article L. 223-26). A resolution passed in breach of these rules may be annulled. If the documents are not provided, the member may ask the president, ruling by urgent application, to order their disclosure subject to a daily penalty or to appoint an agent to do so (Article L. 238-1). The application must, however, be directed at the right person: the Court of Cassation holds that this procedure "must be directed against those officers, in their personal capacity, and not against the company they represent" (our translation) (Cass. com., 21 April 2022, No. 20-11.850), and it quashed the judgment that had granted a wrongly directed order, which went against the applicant shareholder.

A refusal is a valid vote: it is not in itself a fault and does not make the company irregular. It nevertheless has practical effects. In the SARL, a copy of the resolution of refusal is filed with the court registry within the same period as approved accounts (Article L. 232-22 of the Commercial Code). Dividends may be decided only after approval of the accounts and a finding that there are distributable sums (Article L. 232-12), which rules out voting a dividend for that financial year for as long as the refusal persists, subject to the interim dividends that the same article authorises on strict conditions. The company officer must then understand the reason for the refusal: an accounting error to be corrected, a disagreement over a provision, or distrust of management. Corrected accounts may be submitted to a new meeting. If the shareholders ask for specific explanations, a report by the statutory auditor, where there is one, may inform the debate. In the SARL, members representing at least one tenth of the share capital may also apply to the court for an expert assessment of one or more specified management operations (Article L. 223-37). Where the refusal stems from a conflict unrelated to the accounts, the question becomes one of abuse of voting rights, dealt with in the next question. The firm examines the successive minutes and the reasons given in order to distinguish a legitimate disagreement from a deadlock.

Yes, where the negative vote rests on no reason connected with the accounts and serves a personal interest to the detriment of the company. The Versailles Court of Appeal held, in respect of a professional civil company (société civile professionnelle), that a partner had committed an abuse by refusing to approve the accounts for three financial years without giving reasons, whereas "the corporate interest requires that a company's annual accounts be approved as it goes along" (our translation) (CA Versailles, ch. civ. 1-1, 4 February 2025, No. 23/08354); it appointed an agent to convene the meeting and to vote on that partner's behalf in accordance with the corporate interest. The decision went against the partner who refused, and it remains a case-specific ruling: the abuse was found only for the three financial years in which the refusal was supported by no specific criticism. Proof therefore rests on the chronology of the votes, the absence of any specific accounting criticism and the harm caused to the company, for example the impossibility of filing the accounts or distributing profits. The judge does not vote in place of the shareholder: the judge appoints an agent. The firm first assesses whether a fresh presentation of the accounts, with written replies to the objections, can break the deadlock before any action is taken.

The manager of a SARL who fails to submit the inventory, the annual accounts and the management report for each financial year to the meeting for approval faces a fine of €9,000 (Article L. 241-5 of the Commercial Code); Article L. 242-10 provides for the same penalty for officers of a public limited company. The Criminal Chamber has nevertheless clarified the scope of this offence. Since the Act of 22 March 2012, "failing to hold the members' meeting within six months of the end of the financial year is no longer punishable" (our translation) (Cass. crim., 12 February 2025, No. 23-86.857), and mere delay is not an offence (Cass. crim., 25 June 2025, No. 24-81.671). In both cases, the Court quashed convictions handed down for financial years that had in the end been presented to the members. The offence therefore requires a failure to submit, not a late submission. Delay is not without consequence, however: it gives the members access to an urgent application for an order or for the appointment of an agent, delays filing with the court registry and may give rise to a civil liability claim if the company suffers loss. The firm first regularises the outstanding financial years, in chronological order.

In principle, no. The meeting determines the share allocated to the shareholders as dividends after approval of the annual accounts and a finding that there are distributable sums (Article L. 232-12 of the Commercial Code). The same article allows interim dividends before approval, provided that a balance sheet certified by a statutory auditor shows a profit since the previous year-end. The Court of Cassation also ties retained earnings to the annual meeting: "only the meeting approving the accounts for that financial year may decide on its allocation and, where appropriate, its distribution" (our translation) (Cass. com., 12 February 2025, No. 23-11.410). In the same decision, it recalls that "the resolutions of a commercial company are binding on the shareholders for as long as their nullity has not been declared" (our translation) (Cass. com., 12 February 2025, No. 23-11.410) and quashes the judgment that had refused to pay the shareholders dividends voted by a resolution that had never been annulled. An irregular distribution is therefore challenged by seeking nullity of the resolution, not by refusing to carry it out. The firm checks the order of the resolutions, the calculation of the distributable sums and the date of the meeting that rules on the allocation.

No. Approval concerns the accounts, not the management. Even where the meeting expressly votes a discharge (quitus), no decision of the shareholders can extinguish a liability claim against the managers for a fault committed in the course of their mandate (Article 1843-5 of the French Civil Code). The Third Civil Chamber upheld a court of appeal's finding that the discharge voted could not release the manager "for faults committed in his management" (our translation) (Cass. 3e civ., 27 May 2021, No. 19-16.716), without any need to examine whether the shareholders had been informed. For the company officer, the approval meeting is therefore no protection: a shareholder may vote for the accounts and then bring a liability claim if a fault emerges later. For the shareholder, voting for approval does not remove the right to bring a claim, but an abstention, or a vote against accompanied by written questions, preserves a useful record of their reservations. Nor can the articles of association make an action on behalf of the company subject to authorisation by the meeting. The firm advises distinguishing in the minutes between the resolution approving the accounts and the discharge resolution, and recording in them the company officer's answers to the questions put.

Since 1 October 2025, the nullity of corporate decisions can result only from the breach of a mandatory provision of company law or from a ground of nullity of contracts; breach of the articles of association is not a ground of nullity, unless the law provides otherwise (Article 1844-10 of the Civil Code). The judge may declare nullity only if three conditions are met: the applicant shows prejudice resulting from harm to the interest protected by the rule breached, the irregularity influenced the outcome of the decision, and the consequences of nullity for the corporate interest are not excessive on the day it is declared (Article 1844-12-1). The action is subject to a two-year limitation period from the day on which the nullity is incurred (Article 1844-14); for a decision taken before 1 October 2025, the former three-year period has been shortened, and the new period runs from that date without the total duration exceeding the former one (Article 2222). Under the earlier provisions, the Court of Cassation required, for a SARL, that a failure to give notice of the meeting lead to nullity only if it deprived the member of the right to take part and was liable to influence the result (Cass. com., 29 May 2024, No. 21-21.559); it quashed the annulment ordered without that examination, to the detriment of the applicant member. It also holds that "the regularisation of a corporate decision prevents nullity from being declared only if it takes place before the court rules on the merits at first instance" (our translation) (Cass. com., 11 February 2026, No. 24-18.524), a rule now laid down by Article 1844-11. The court may grant a period of time to cure the nullity (Article 1844-13). The firm weighs the prejudice and the real impact of the irregularity on the vote before bringing the action.

The sole shareholder approves the accounts personally, after the statutory auditor's report if there is one, within six months of the year-end (Article L. 223-31 of the Commercial Code for the EURL, Article L. 227-9 for the SASU). The decision, taken in place of the meeting, is entered in a register, and the sole shareholder cannot delegate this power. A simplification exists where the sole shareholder runs the company personally: in the EURL of which they are the sole manager, or in the SASU of which they personally hold the presidency as an individual, filing the duly signed inventory and annual accounts with the Trade and Companies Register within the same period amounts to approval. This exemption does not apply if the sole shareholder is a company, or if a third party runs the company: a written decision of the sole shareholder is then required. The president of the Paris economic activities court also appointed an ad hoc agent at the request of a company that was the sole shareholder of a SARL, with the task of convening it to approve the accounts and to rule on the management (TAE Paris, urgent application, 23 January 2025, No. 2024068066). The firm checks who runs the company, who holds the share capital and whether the register of decisions is kept.

Filing follows approval. The SARL files its accounts within one month of their approval, or within two months if filed electronically, together with the allocation resolution; in the event of refusal, it files the resolution of refusal (Article L. 232-22 of the Commercial Code). The company limited by shares, including the SAS, is subject to an identical rule (Article L. 232-23). Failure to file is punished by the fine for fifth-class minor offences (Article R. 247-3). Without approval, this time limit does not start: the Criminal Chamber held that, in the absence of approval, "the one-month period provided for by Article L. 232-23 of the Commercial Code for filing them with the registry has not begun to run" (our translation) (Cass. crim., 7 January 2026, No. 24-83.864). Delay in approval therefore has repercussions on the publication of the accounts. Any interested person may apply by urgent application for an order to file subject to a daily penalty (Article L. 123-5-1): in Paris, the president ordered the president of a SAS to file three financial years within thirty days of service, leaving it to the enforcement judge to liquidate the daily penalty (TAE Paris, urgent application, 8 June 2026, No. 2026028460). The president of the court may also act of their own motion (Article L. 611-2). Regularisation starts with the missing meetings.