Corporate lawyer in Paris: keeping company records up to date, from annual accounts to registers.

For an SME, corporate work means first of all the legal management of the company itself, as distinct from its commercial contracts. It involves keeping the articles of association up to date, preparing the annual approval of the accounts, giving notice to the shareholders, drafting the resolutions and minutes, monitoring agreements entered into with the company officer and making the filings with the court registry. These documents may seem repetitive, but they are the proof of the company’s decisions. The Commercial Code attaches specific consequences to each of them: a six-month period to submit the accounts in an SARL (Article L. 223-26), notice fifteen days before the meeting (Article R. 223-20), mandatory contents of the minutes (Article R. 223-24). When a sale, the arrival of an investor or a dispute between shareholders occurs, these are the documents that are reread first. The firm can help by going back over the history of decisions, identifying financial years that were not approved or votes with no record, and then organising the regularisation decisions and the calendar for the following years. Capital-structure transactions, such as a fundraising or an acquisition, are separate work, which nonetheless relies on a register in good order.

Article L. 223-26 of the Commercial Code requires the management report, the inventory and the annual accounts to be submitted for the shareholders’ approval within six months of the year-end, unless extended by court decision. If the meeting is not held within that period, the public prosecutor or any interested person may ask the president of the court, ruling by urgent application (référé), to order the manager to convene it, if necessary under a daily penalty, or to appoint an agent. In criminal law, Article L. 241-5 of the Commercial Code punishes with a fine of €9,000 a manager who fails to submit these documents for approval. The criminal chamber has held, however, that “mere delay in submitting the accounting documents to the meeting of shareholders or to the sole shareholder of a limited liability company does not constitute a criminal offence” (our translation) (Cass. crim., 25 June 2025, No. 24-81.671), and set aside the conviction on that point. The delay may nonetheless render the manager civilly liable for breach of the provisions applicable to SARLs (Article L. 223-22), and it delays the filing of the accounts, the distribution of dividends and decisions on shareholders’ equity. The safest course remains to apply for an extension before the deadline when the accounts cannot be drawn up in time.

Yes. The six-month period can be extended by court decision, as provided by Article L. 223-26 of the Commercial Code for the SARL. The application is made to the president of the competent court, setting out the reasons that prevent the meeting from being held in time: accounts not finalised, awaiting the statutory auditor’s report, a serious accounting difficulty. The Lyon court of appeal granted a further extension to an SAS with a sole shareholder that had already obtained several extensions, noting that “it shows a disorganisation of its accounting department between November 2023 and October 2024 which necessarily disrupted the preparation of the accounts for the financial year ended 31 December 2023” (our translation) (CA Lyon, 3rd ch. A, 7 May 2025, No. 25/01024). The court set aside the order of refusal and extended the period to the date of approval, which had taken place in the meantime. This case-specific decision shows that an extension depends on the supporting evidence produced: mere convenience is not enough. It is better to apply before the period expires: in that case, the first judge had initially dismissed an application that it believed to be late. The firm prepares the application with the documents that establish the impediment and a realistic timetable for convening the meeting, so that the new date is met.

Article L. 223-27 of the Commercial Code provides that any meeting irregularly convened may be annulled, unless all the shareholders were present or represented. Nullity is therefore not automatic. The Court of Cassation holds that “failure to give proper notice of the general meeting to a shareholder of a limited liability company results in the nullity of the deliberations of that meeting only if that irregularity deprived the shareholder of the right to take part in it and was liable to influence the result of the decision-making process” (our translation) (Cass. com., 29 May 2024, No. 21-21.559). In that case, the court of appeal had annulled the meeting and ordered the return of dividends, for lack of reliable proof that the notice had been sent to the foreign shareholder; its judgment was set aside on that point, which is unfavourable to the shareholder who sought nullity. Under the law prior to the reform, the shareholder therefore had to establish that they had been deprived of participation in the meeting and that the irregularity could influence the decision. Since 1 October 2025, nullity further requires prejudice, an influence of the irregularity on the outcome of the decision and consequences for the corporate interest that are not excessive (Article 1844-12-1 of the Civil Code). For the company, the lesson is the opposite: solid proof of dispatch avoids any debate. An action for nullity of a corporate decision is subject to a two-year limitation period from the day the nullity is incurred (Article 1844-14 of the Civil Code); where the nullity was incurred before 1 October 2025, this shorter period runs from that date, without the total duration exceeding the former period (Article 2222 of the Civil Code).

Article L. 223-27 of the Commercial Code allows shareholders holding half of the shares, or representing at least one tenth of the shareholders and one tenth of the shares, to request that a meeting be held. Those holding one twentieth of the shares may have items or draft resolutions added to the agenda. The provision does not say what follows if the manager remains inactive. In a liability action against a manager who had not convened the meeting requested a few weeks before a declaration of cessation of payments, the Paris court of appeal held that the manager was not bound to comply, “this paragraph simply allowing shareholders to request a general meeting” (our translation) (CA Paris, pole 5 ch. 9, 13 October 2022, No. 21/14687), and upheld the dismissal of the minority shareholders’ claims. This court of appeal ruling, given in a particular context, is unfavourable to them and shows the limit of the provision. The effective route is different: the same article allows any shareholder to apply to the court for the appointment of an agent to convene the meeting and set its agenda. Where the annual meeting has not been held within six months, Article L. 223-26 also opens the urgent application (référé) for an order to convene. The choice between these routes depends on the purpose of the deliberation sought and on proof of the manager’s refusal.

The manager’s remuneration is determined either by the articles of association or by a decision of the shareholders as a body, in accordance with Article L. 223-18 of the Commercial Code as interpreted by the Court of Cassation. No provision identified requires an annual vote: a regular decision that can be proved must cover each item paid. Proof of that decision is formal: the commercial chamber holds that “proof of the authorisation of the shareholders as a body concerning the remuneration granted to the manager of a limited liability company can be provided only by producing minutes meeting the conditions laid down by the last of those provisions” (our translation) (Cass. com., 14 October 2026, No. 25-12.466), that is, Article R. 223-24. It set aside the judgment that had accepted a year-end bonus on the strength of minutes bearing a single struck-through signature. The register must therefore contain the decision setting the remuneration and each decision that changes it or grants a bonus, with the result of the vote and the required signatures. Where the manager is also a shareholder, their vote and compliance with the majority rules must also be checked, since remuneration voted by the manager alone may be challenged on the ground of abuse of majority rights.

The manager is liable to the company for breaches of the rules applicable to SARLs, for breaches of the articles of association and for management faults (Article L. 223-22 of the Commercial Code). The shareholders may bring the company’s action and seek compensation for the whole of the loss suffered by the company. The Court of Cassation has specified that “where the manager has paid themselves remuneration that was determined neither by the articles of association nor by a decision of the shareholders as a body, the resulting obligation to compensate the company for the loss it has suffered cannot be regarded as seriously contestable” (our translation) (Cass. com., 11 March 2026, No. 24-15.111). It set aside the judgment that had refused an interim payment in urgent proceedings on the ground that the manager’s work benefited the company. The judge hearing the urgent application may therefore award an interim payment once the absence of authorisation is established. Voted remuneration may also be annulled where it results from an abuse of majority rights: the Paris court of appeal held that remuneration “had been approved by the 2009, 2010 and 2011 general meetings through an abuse of majority rights” (our translation) (CA Paris, pole 5 ch. 9, 26 November 2020, No. 19/10363), annulled those deliberations and ordered repayment, while leaving the manager to have new remuneration set.

In an SAS with a sole shareholder, the chairman draws up the annual accounts and, where required, the management report, and the sole shareholder then approves them within six months of the year-end, after the report of the statutory auditor if there is one (Article L. 227-9 of the Commercial Code). The sole shareholder cannot delegate their powers and their decisions are recorded in a register. The same provision contains a relaxation: where the sole shareholder, being an individual, personally acts as chairman, filing the duly signed inventory and annual accounts with the Trade and Companies Register (RCS) within the same period amounts to approval of the accounts. The provision covers only approval of the accounts: the other decisions, such as allocation of profit, amendment of the articles of association or appointment of a statutory auditor, must still be taken and entered in the register. Agreements between the company and its officer or sole shareholder are simply mentioned there (Article L. 227-10 of the Commercial Code). A decision entered after the event under an earlier date weakens the proof that the register must provide. The firm checks that it is complete before a transfer of shares, the arrival of a new shareholder or a financing application, since these transactions always begin with a reading of it.

Article L. 227-9 of the Commercial Code leaves it to the articles of association to determine the collective decisions and their forms. Certain matters nonetheless remain reserved to the shareholders: share capital, merger, demerger, dissolution, transformation, appointment of statutory auditors, annual accounts and profits. This freedom has limits set by case law. The full Court of Cassation held that “the collective decision of the shareholders of a simplified joint-stock company, whether provided for by the articles of association or required by law, can be validly adopted only if it obtains at least a majority of the votes cast, any contrary provision of the articles being deemed unwritten” (our translation) (Cass. ass. plén., 15 November 2024, No. 23-16.670), and annulled a capital increase adopted with fewer votes in favour than against. The right to vote is also protected: an exclusion clause cannot deprive the shareholder concerned of their vote, since “any stipulation of the exclusion clause whose object or effect is to deprive the shareholder whose exclusion is proposed of the right to vote on that proposal is deemed unwritten” (our translation) (Cass. com., 29 May 2024, No. 22-13.158). Every shareholder has the right to take part in collective decisions (Article 1844 of the Civil Code). A review of the articles of association must therefore address these clauses before they are applied.

The answer changed with the reform of nullities, applicable since 1 October 2025, which does not expressly settle the fate of earlier decisions. Under the former paragraph 4 of Article L. 227-9, the commercial chamber had accepted the annulment of a decision taken in breach of the clauses of the articles of association organising collective decisions, where that breach could influence the result, noting that “compliance with the provisions of the articles of association which, in accordance with Article L. 227-9, paragraph 1, of the Commercial Code, determine the decisions that must be taken collectively by the shareholders and the forms and conditions in which they must be taken, is essential to the proper functioning of the company and to the security of its acts” (our translation) (Cass. com., 15 March 2023, No. 21-18.324). The same judgment nonetheless set aside the annulment ordered, because the judges had based it on articles specific to the SARL, which do not apply to the SAS. Since 1 October 2025, Article 1844-10 of the Civil Code provides that, unless the law provides otherwise, breach of the articles of association is not a ground of nullity, and the current version of Article L. 227-9 no longer reproduces the former paragraph 4. Under the current regime, nullity must therefore rest on a mandatory provision of company law, on a ground of nullity of contracts or on a clause in the articles of association of the SAS that expressly provides for the nullity of decisions taken in breach of their rules (Article L. 227-20-1 of the Commercial Code), and the judge checks the conditions of Article 1844-12-1 of the Civil Code. The action is extinguished if the cause has disappeared on the day the court rules at first instance (Article 1844-11 of the Civil Code).

Article L. 223-30 of the Commercial Code distinguishes according to the date on which the SARL was formed. In companies formed after publication of the law of 2 August 2005, amendments to the articles of association are decided by a two-thirds majority of the shares held by the shareholders present or represented, with a quorum of one quarter of the shares on first notice and one fifth on second notice; the articles of association may provide for a higher majority, without requiring unanimity. Older companies remain subject to a three-quarters majority of the shares, unless they unanimously opt for the new regime. A change of nationality requires unanimity, while a transfer of the registered office and a capital increase by capitalisation of reserves follow more flexible rules. The Court of Cassation upheld the annulment of a resolution reducing or increasing the capital adopted with 60% of the shares on the basis of a clause in the articles of association setting a majority of one half: the last paragraph of the provision, which allows any interested person to seek nullity, “is founded on the legislature’s intention to sanction with nullity any disregard of the majority and quorum rules laid down by that provision” (our translation) (Cass. com., 5 November 2025, No. 23-10.763). The appeal was dismissed, the Court specifying that this sanction of nullity, introduced by the law of 19 July 2019, applies to decisions taken since its entry into force, whatever the date on which the company was formed; the majorities, for their part, remain set according to that date. An old clause in the articles of association therefore does not protect a decision voted below the statutory majority.

In the SARL, the manager or the statutory auditor presents to the meeting a report on the agreements entered into between the company and one of its managers or shareholders, and the meeting rules on that report without the interested party taking part in the vote (Article L. 223-19 of the Commercial Code). Ordinary transactions concluded on normal terms are outside this procedure (Article L. 223-20), and an agreement entered into with the sole shareholder is merely mentioned in the register. Where there is no statutory auditor, an agreement entered into by a manager who is not a shareholder must be approved in advance. Unapproved agreements nonetheless take effect, but the manager and, where applicable, the contracting shareholder bear the consequences that are harmful to the company. This is not the only exposure. The Court of Cassation holds that “The possibility, provided for by Article L. 223-19, paragraph 4, of the Commercial Code, of placing on the manager the consequences, harmful to the company, of unapproved related-party agreements does not preclude the manager’s liability from being engaged on the basis of Article L. 223-22 of the same Code, whether or not those agreements have been approved” (our translation) (Cass. com., 18 December 2024, No. 22-21.487). The manager’s arguments were rejected, the set-aside concerning only the amount of the award. Approval therefore does not amount to a discharge. In the SAS, the similar regime of Article L. 227-10 also covers shareholders holding more than 10% of the voting rights.

A minority shareholder can, by voting, prevent a decision that requires an enhanced majority, such as an amendment to the articles of association. That refusal is sanctioned only if it amounts to an abuse. The Court of Cassation recalls that “The existence of an abuse of minority rights presupposes proof, on the one hand, that the minority shareholder’s attitude is contrary to the general interest of the company in that it prevents a transaction essential to it and, on the other, that it stems from the sole aim of promoting their own interests to the detriment of the other shareholders” (our translation) (Cass. com., 13 March 2024, No. 22-13.764). In that case, it accepted that the refusal to amend the corporate purpose could be contrary to the company’s interest, but it set aside the judgment on one of the resolutions, because the judges had failed to draw the consequences of the manager’s encroachment on the shareholders’ powers. That outcome is unfavourable to the majority shareholders who relied on the abuse. In that case, the lower courts had appointed an ad hoc agent to vote in the minority shareholder’s name at a new meeting, rather than ordering that the resolution be treated as adopted. The case must therefore establish the essential nature of the transaction and the purely personal motive for the refusal, by means of the minutes, the exchanges and the accounts.

Where the losses shown in the accounts bring shareholders’ equity below half of the share capital, the shareholders of an SARL must decide, within four months of the approval of those accounts, whether early dissolution is warranted (Article L. 223-42 of the Commercial Code). If dissolution is not voted by the majority required to amend the articles of association, the company must, at the latest by the close of the second financial year following the one in which the losses were recorded, restore its equity to at least half of the share capital or reduce its share capital by the necessary amount; beyond a threshold set by decree, a further reduction is then required. The resolution adopted is made public. Failing a decision by the shareholders, any interested person may apply to the court for the dissolution of the company, and the court may grant a period of up to six months to put matters right; it may not order dissolution if the situation has been regularised on the day it rules. These rules do not apply to companies in safeguard proceedings or judicial reorganisation, nor to those with a safeguard or reorganisation plan. For the SAS, the equivalent rule of Article L. 225-248 of the Commercial Code applies through the cross-reference to the rules on the public limited company made by Article L. 227-1. In practice, this decision is prepared at the same time as the approval of the accounts, with a profit forecast for the following two financial years. The firm drafts the resolution, arranges publication and monitors the restoration until the deadline.