You live in London, New York or Dubai and you own a French company, usually a SARL, the soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the French limited liability company with shareholders called associ\u00e9s and a manager called g\u00e9rant, or a SAS, the soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible joint-stock company run by a president. The business runs, the invoices go out, and then an email arrives from your French accountant that ruins the week: the annual accounts were never filed, the greffe, the registry office of the commercial court that keeps the RCS, the Registre du commerce et des soci\u00e9t\u00e9s, the Trade and Companies Register, has sent a reminder, and the file is now late. Many foreign owners discover at that moment that France treats the yearly filing of accounts as a public duty, not a private formality. The accounts must first be approved by the shareholders, then deposited at the greffe within weeks, then announced in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official bulletin where company filings are published for anyone to read. Miss the chain and the sanctions stack up fast: any interested person or the public prosecutor can ask the court to order filing under a daily penalty, the daily penalty can land on your personal assets, criminal fines of 9,000 euros hang over the managers, and banks, buyers and public tenders read the missing BODACC notice as a warning sign. This guide explains the whole mechanism in order. First, what French law requires after the financial year ends, the approval deadline and the filing file, with the traps that catch owners living abroad. Second, what a missed filing triggers, who can move against the company, what it costs, and how a foreign owner repairs the situation late, from abroad, step by step, with the exact legal texts and court decisions that govern each stage.<\/p>\n
Every French commercial company must keep accounts, check them by inventory at least once a year and draw up annual accounts at the close of the financial year, with a balance sheet, a profit-and-loss statement and notes forming a single whole. That duty sits in Article L123-12 of the Commercial Code<\/a>, and it applies whether the owner lives in Paris or on another continent. The accounts mean nothing until the shareholders approve them, and approval has a deadline that foreign owners routinely underestimate because nobody diaries it from abroad. In a SARL, the management report, the inventory and the annual accounts drawn up by the g\u00e9rants must be submitted to the approval of the associ\u00e9s meeting in general meeting “dans le d\u00e9lai de six mois \u00e0 compter de la cl\u00f4ture de l’exercice sous r\u00e9serve de prolongation de ce d\u00e9lai par d\u00e9cision de justice”, in other words within six months of the year-end unless a court extends the deadline, as Article L223-26 of the Commercial Code<\/a> provides. In a SA, the ordinary general meeting must be held at least once a year within the same six months of the year-end, again unless extended by court order, under Article L225-100 of the Commercial Code<\/a>, which adds that if the meeting is not convened in time, the public prosecutor or any shareholder can petition the court president in summary proceedings to order the officers to convene it, if needed under penalty, or to appoint an agent to do so. The SAS looks more flexible, and it is, but the flexibility misleads foreign founders. Under Article L227-9 of the Commercial Code<\/a>, the articles of association decide which decisions the shareholders take collectively and in what form, yet the powers of ordinary and extraordinary meetings of a SA regarding annual accounts and profits must be exercised collectively by the SAS shareholders under the conditions set by the articles, and in a single-shareholder SASU the sole shareholder approves the accounts personally. The official Entreprendre service-public guidance confirms the practice: approval of the accounts must take place within a period freely set by the shareholders, and in practice the six-month period is the most used because dividend payment must occur within nine months of year-end. That page, verified on 11 June 2025 by the French administration, is the everyday reference the greffes themselves point to, and it states plainly that after the annual approval meeting the manager must file the accounts at the greffe of the commercial court, either online through the Guichet des formalit\u00e9s des entreprises, the Single Window for business formalities operated by the INPI, the Institut national de la propri\u00e9t\u00e9 industrielle, the French intellectual-property and business-registry office, or on paper at the counter. Foreign owners miss the meeting for three recurring reasons. First, the accountant closes the draft late and nobody convenes anything, because the owner assumes the accountant handles the legal side too. Second, the shareholders are scattered across countries and nobody organises the vote, although a written consultation, a videoconference or a proxy allowed by the articles is enough in most SAS structures, and a sole shareholder can sign a dated written approval alone. Third, the owner confuses the tax calendar with the company calendar: filing the corporate tax return, the liasse fiscale, with the tax office does not approve the accounts and does not file them at the greffe. These are two separate tracks, tax on one side, company publicity on the other, and completing one never completes the other. When the six months expire without a meeting, the law already arms outsiders: the prosecutor or any interested person can ask the court to order the managers to convene the meeting under penalty or to appoint an agent for that purpose, in a SARL as in a SA. A short practical rule protects you: diary two dates the day the financial year closes, the approval meeting no later than six months out, or the date your SAS articles impose if they set one, and the greffe filing one month after that, two if filed electronically. If the accounts are not ready, do not let the deadline slide silently; ask the president of the commercial court for an extension before it expires, through a simple requ\u00eate, a written petition, filed by your lawyer. Courts grant these extensions routinely when asked in time and with a reason, and they refuse nothing because nothing was asked. An extension granted beats an injunction suffered, every time.<\/p>\n Once the shareholders have approved the accounts, the clock for the deposit, the d\u00e9p\u00f4t des comptes, starts, and it is short. In a SARL or EURL, the single-member SARL, Article L232-22 of the Commercial Code<\/a> requires filing at the greffe of the court, for attachment to the RCS, “dans le mois suivant l’approbation des comptes annuels par l’assembl\u00e9e ordinaire des associ\u00e9s ou par l’associ\u00e9 unique ou dans les deux mois suivant cette approbation lorsque ce d\u00e9p\u00f4t est effectu\u00e9 par voie \u00e9lectronique”, within one month of approval, or two months when filing electronically. The file must contain the annual accounts and, where they exist, the consolidated accounts, the group management report, the statutory auditors’ reports on the annual and consolidated accounts, completed if needed with their observations on changes the meeting made to the accounts submitted to it, plus where relevant the sustainability-information certification report, and it must also contain the proposed allocation of the result submitted to the meeting and the allocation resolution actually voted. Where approval is refused, a copy of the meeting’s deliberation or of the sole shareholder’s decision must be filed within the same period, so even a refusal leaves a public trace. In a company limited by shares, SA, SCA, SAS, SASU or European company, the filing triggers a BODACC notice published by the greffe clerk<\/a> identifying the company by name, registered office, single identification number and court, and stating which accounts for which closed year were filed under the statutory provisions. The SAS and SA version of the duty sits in Article L232-23 of the Commercial Code<\/a>, with the same one-month, two-month electronic rhythm. Three practical points matter enormously for foreign owners. First, the management report generally stays available on request rather than being published, but the accounts themselves become public unless the company qualifies for confidentiality. Second, small structures can shield all or part of the filing: under Article L232-25 of the Commercial Code<\/a>, companies meeting the micro-enterprise definition, broadly two of three thresholds, balance sheet of 450,000 euros or less, net turnover of 900,000 euros or less, ten or fewer employees on average, except listed companies, banks, insurers and holding-type managers of securities, can declare at filing that the accounts will not be made public, while small enterprises can ask for the profit-and-loss account to stay private, using the standard confidentiality declaration forms the administration publishes. Miss the declaration at filing and the accounts go public by default, a frequent regret for foreign groups that dislike rivals reading the French subsidiary’s margins. Third, filing runs through the Guichet Unique since the reform of business formalities, with the greffe as the receiving registry and the Kbis, the official company identity extract, as the downstream proof that the company record is current. A filing rejected for a missing document, a missing signature, an unpaid fee or a mismatch between the approved accounts and the uploaded file does not count as filed, and the one-month, two-month clock keeps running while you correct it. From abroad, the safest method is to have the French accountant prepare the exact approved PDFs, have the dirigeant, the company officer, sign the allocation page and the confidentiality declaration where used, and upload the complete set in one session, keeping the receipt with its timestamp. Companies with a statutory auditor, the CAC, the commissaire aux comptes, the independent auditor required above certain thresholds, must include the audit reports, and groups must include consolidated accounts where the law requires them. One more trap: the allocation decision on profits and dividends belongs in the file, and dividend payment itself must follow within nine months of year-end, which is why accountants push for approval within six months even in a SAS whose articles set no express deadline. File complete, file matched to what was voted, file within the period, and keep the receipt next to the minutes. That bundle is what the greffe, a bank or a buyer will ask for first, and it is what a court will check first when someone complains nothing was filed.<\/p>\n A missing filing rarely stays quiet, because French law gives almost everyone standing to complain. Article L123-5-1 of the Commercial Code<\/a> states: “A la demande de tout int\u00e9ress\u00e9 ou du minist\u00e8re public, le pr\u00e9sident du tribunal, statuant en r\u00e9f\u00e9r\u00e9, peut enjoindre sous astreinte au dirigeant de toute personne morale de proc\u00e9der au d\u00e9p\u00f4t des pi\u00e8ces et actes au registre du commerce et des soci\u00e9t\u00e9s auquel celle-ci est tenue par des dispositions l\u00e9gislatives ou r\u00e9glementaires.” Any interested person or the prosecutor can ask the court president, ruling in summary proceedings, to order the company officer to file, under a daily penalty, and the president can appoint an agent to carry out the formalities for the same purpose. The summary route, the r\u00e9f\u00e9r\u00e9, is fast, measured in weeks, and the daily penalty, the astreinte, a sum running per day of delay until compliance, concentrates minds quickly. A parallel special action exists in Article R210-18 of the Commercial Code<\/a>: publicity formalities are the duty and responsibility of the legal representatives, and when a formality concerning neither incorporation nor amendment of the articles has been omitted or irregularly completed and the company has not regularised within one month of a formal demand, any interested person can ask the commercial court president in summary proceedings to appoint an agent to complete it. Two Court of Cassation decisions, both obtained and read in full for this guide, show how courts use these weapons and why foreign directors should take them seriously. In a published decision of 3 March 2021, case number 19-10.086, the Commercial Chamber held that “les actions pr\u00e9vues par ces dispositions sp\u00e9ciales ne sont pas exclusives de celle fond\u00e9e sur les dispositions de droit commun pr\u00e9vues par l’article L. 232-23 du code de commerce, qui font obligation \u00e0 toute soci\u00e9t\u00e9 par actions, et non \u00e0 son dirigeant, de d\u00e9poser ses comptes.” Special actions against the officer do not block the general action against the company itself, so rival companies with standing obtained an order condemning the company, under penalty, to publish accounts going back to 2008. Read the full ruling at Cour de cassation, chambre commerciale, 3 mars 2021, n\u00b0 19-10.086, publi\u00e9 au Bulletin<\/a>. Competitors, suppliers in a dispute, minority shareholders and even former partners have used exactly this path to force years of accounts into the open at once. The second decision hits closer to home for a director living abroad. On 7 May 2019, case number 17-21.047, the Commercial Chamber recalled that “lorsque le pr\u00e9sident d’un tribunal de commerce, ayant enjoint sous astreinte au repr\u00e9sentant l\u00e9gal d’une personne morale de d\u00e9poser les comptes annuels, constate le d\u00e9faut d’ex\u00e9cution et liquide l’astreinte, le repr\u00e9sentant l\u00e9gal est condamn\u00e9 \u00e0 titre personnel”, meaning that when the court president orders the legal representative to file under penalty and later finds non-compliance and quantifies the penalty, the representative is condemned personally. Read it at Cour de cassation, chambre commerciale, 7 mai 2019, n\u00b0 17-21.047<\/a>. The daily penalty ordered against the officer as officer becomes, on liquidation, a personal debt of that individual, enforceable against personal assets, even though the underlying duty belonged to the company. For a foreign-based g\u00e9rant or SAS president, that is the decisive point: ignoring a French filing injunction because you live in another country converts a company paperwork delay into a personal money judgment served and enforced across borders within Europe. Alongside the civil pressure sits criminal exposure. Article L241-4 of the Commercial Code<\/a> punishes SARL g\u00e9rants who fail to draw up the inventory, annual accounts and management report for each year with a fine of 9,000 euros, and Article L242-8 of the Commercial Code<\/a> mirrors that 9,000-euro fine for the president, directors and general managers of a SA who fail to do the same. Prosecutions for mere late filing are uncommon, but the fines frame every negotiation with the prosecutor, who can also act as the petitioner for the injunction itself. The commercial costs often hurt before any judge speaks. Banks renewing an overdraft, factors buying receivables, landlords checking a tenant and acquirers running due diligence all pull the RCS record and the BODACC history; blank years read as distress or opacity, and credit committees price that accordingly. Public tenders and regulated counterparts may require recent filed accounts outright. Inside the company, undistributed profits pile into report \u00e0 nouveau, retained earnings carried forward, without the clean allocation trail a dividend needs, and any later dividend voted on stale, unfiled accounts invites challenge. Interest also accrues in the background: late corporate-tax payment tied to unapproved results can draw surcharges on the tax track while the company track stays blocked. The lesson is blunt: a missing filing is never a sleeping file. Someone, a prosecutor sweeping the register, a greffe reminder programme, a competitor, a minority holder, can wake it, and once awake it runs on court time, not yours.<\/p>\n Late filing is always better than no filing, and courts, greffes and auditors all treat a company that regularises very differently from one that digs in. The repair follows five steps, each of which can be done from abroad with a French accountant and a lawyer coordinating on the ground. First, audit the gap precisely. List every missing year, check for each whether accounts were drawn up, whether a meeting approved them, and whether anything was uploaded, then pull the RCS history and the BODACC notices to see what third parties see today. Most foreign-owned companies find one of three situations: accounts exist and were approved but never uploaded, the easiest case; accounts exist but were never approved, the common case; or nothing exists because bookkeeping stopped, the hard case that needs reconstruction first. Count the years, because each missing year needs its own approval and its own deposit, and a competitor’s injunction can demand the whole pile at once, as the 2021 decision above shows with accounts ordered back to 2008. Second, approve now what should have been approved then. Convene the shareholders for each missing year, from abroad by videoconference or written consultation if the articles allow it, or sign as sole shareholder with a dated decision for each year, approving the accounts, voting the allocation of the result between reserves, retained earnings and dividends, and recording the vote in minutes that match the figures to the euro. If the six-month deadline for a recent year has not yet expired, file a court request for an extension to protect the approval; if it has expired, approve late without waiting, because approval is the precondition of filing and nothing can be uploaded without it. Check the articles for quorum and majority rules before circulating anything, since a foreign shareholder group that votes wrongly buys a second dispute on top of the first. Third, build each filing file exactly as the greffe expects it. For every year, assemble the signed annual accounts, the proposed and voted allocation of the result, the auditor’s reports where a CAC exists, the consolidated documents where required, and the confidentiality declaration where the company qualifies as a micro-enterprise or small enterprise and wants privacy. Keep the figures in each file identical to the minutes that approved them; mismatches between voted accounts and uploaded accounts are a leading cause of rejection. Where a meeting refused approval, file the deliberation recording the refusal within the same period, as the statute commands. Fourth, upload through the Guichet Unique and follow through to publication. File electronically to benefit from the two-month rhythm for current years, pay the greffe fees per deposit, keep every timestamped receipt, and verify a few days later that each year produced its BODACC notice and appears on the RCS record. If the registered office sits in Paris, the filing lands with the greffe of the Tribunal de commerce de Paris, the busiest registry in France, where incomplete files queue the longest, so completeness at first upload saves weeks; the same logic holds in Nanterre, Bobigny and Cr\u00e9teil for companies based elsewhere in \u00cele-de-France, the Paris region, where many foreign groups place their seat. Where the file is old enough that the online route struggles with a legacy year, file at the counter through your representative rather than abandoning the year. Fifth, neutralise the court track in parallel. If a reminder or a formal demand arrived, execute before the judge rules: filing after an injunction but before liquidation of the penalty usually stops the meter, while filing nothing lets the daily sums accumulate into the personal condemnation the 2019 decision describes. If an injunction already ordered filing under penalty, file immediately, notify the petitioner and the court with the receipts, and ask for the penalty to be lifted or moderated on proof of compliance. If an agent was appointed to file, cooperate and pay the costs rather than competing with the agent. Changing the g\u00e9rant or the SAS president mid-crisis does not erase missing years; the duty sits with the company and the order can target whoever holds office when it is sought, so incoming officers should demand the filing audit before accepting appointment. Two extras close the file properly. Tell the bank and any live counterparty that the filings are regularised, with the fresh Kbis and the BODACC references attached, because the commercial stain fades only when you show the correction. And reset the diary: approval meeting within six months of each year-end, deposit within one month of approval or two electronically, dividend payment within nine months, with a named person responsible for each step and a deputy for holiday periods. Companies that run this discipline from abroad never see an injunction, because there is nothing for a petitioner to ask for.<\/p>\n A French company owned from abroad lives under the same yearly discipline as one owned next door to the courthouse: draw up the accounts, have the shareholders approve them within six months, file them at the greffe within one month of approval or two electronically, and let the BODACC tell the world the company is current. The texts are strict but clear, the one-month, two-month filing periods, the six-month approval deadline with court extension available, the confidentiality shield for small structures that claim it in time, and the enforcement ladder that runs from a simple reminder to a court order under daily penalty, to a personal bill against the officer, to a 9,000-euro criminal fine. The courts add the final warnings every foreign director should memorise: the action against the company exists alongside the action against its officer, so changing the target changes nothing, and the daily penalty an officer ignores becomes a personal debt when liquidated. None of this requires living in France. It requires counting the missing years honestly, approving each one cleanly under the right majority, uploading files that match the votes, checking publication, and closing any court case with receipts in hand. Do that now, even years late, and the file heals: the RCS turns current, the BODACC gap closes, the bank relaxes and the next buyer reads order instead of risk. Leave the pile to grow and someone else will set the timetable, in summary proceedings, under penalty, in a language you will then have to learn in a hurry.<\/p>\n This filing is one item in the wider yearly routine of a French company, which we map deadline by deadline in our guide to the French company legal calendar: what a foreign owner must approve, file and pay, and when<\/a>.<\/p>\n Missing French annual accounts turn on your articles, your approval minutes, your uploaded files and the line between a late filing and a court-ordered one. Our firm offers a telephone consultation within 48 hours with a lawyer of the firm to review your file and set the strategy before the next deadline or hearing. Call +33 6 46 60 58 22<\/a> or write through our contact page<\/a> with your Kbis, your last filed accounts and any greffe or court letter attached. We assist foreign owners in Paris and across \u00cele-de-France as well as throughout France.<\/p>\n","protected":false},"excerpt":{"rendered":" Your French SARL or SAS never filed its annual accounts at the greffe? Court order under daily penalty, personal liability and the step-by-step late repair from abroad.<\/p>\n","protected":false},"author":251031309,"featured_media":16557,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_kj_source_type":"","_kj_official_id":"","_kj_official_url":"","_kj_judilibre_id":"","_kj_jur":"","_kj_lieu":"","_kj_chambre":"","_kj_rg":"","_kj_date":"","activitypub_content_warning":"","activitypub_content_visibility":"","activitypub_max_image_attachments":4,"activitypub_interaction_policy_quote":"anyone","activitypub_status":"federated","footnotes":""},"categories":[80314,80313],"tags":[],"class_list":["post-2121876","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-decryptage","category-doing-business-in-france"],"yoast_head":"\nB. What you must file at the greffe and when: the deposit file, the electronic deadline and the confidentiality option<\/h3>\n
II. What a missed filing triggers and how a foreign owner repairs it from abroad<\/h2>\n
A. Who can force filing and what it costs: court order, daily penalty, personal bill and criminal fine<\/h3>\n
B. How a foreign owner files late from abroad: audit the gap, approve, upload, publish and close the court case<\/h3>\n
Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n