You formed a company in France, returned home, and ran it from abroad. The accountant sent reminders, the year-end passed, and the annual accounts were never approved or filed. Months later, a letter from the commercial court arrives, or a bank asks for accounts you cannot produce. This is one of the most common emergencies foreign founders face with a French SAS (soci\u00e9t\u00e9 par actions simplifi\u00e9e, the flexible joint-stock company most foreigners choose) or SARL (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e, the limited liability company). French law does not treat a missed filing as a mere administrative delay: after the six-month approval deadline and the one-month filing deadline, fines, court injunctions under daily penalty payments, and a formal prevention procedure can all be triggered, even against a director who lives outside France. The good news is that a late filing can still be fixed, and courts consistently prefer compliance over punishment when directors act. This article explains the exact deadlines that bind your French company, the penalties a missed filing triggers, and the step-by-step correction path you can follow from abroad, including the practical specifics of Paris and \u00cele-de-France.<\/p>\n
French company law imposes two successive deadlines, and foreign directors often confuse them. The first deadline concerns approval: the shareholders must examine and approve the annual accounts. In a SARL, the managers submit the management report, the inventory and the annual accounts to the shareholders meeting for approval within six months of the end of the financial year, a period that only a court decision can extend, as article L.223-26 of the Commercial Code<\/a> provides. If your financial year ends on 31 December, as most French companies do, the approval meeting must therefore be held before 30 June, unless a judge grants an extension. Where the meeting has not been convened in time, the public prosecutor or any interested person can ask the president of the competent court, ruling in summary proceedings, to order the managers to convene it, if necessary under penalty payment, or to appoint an agent to do so.<\/p>\n In a soci\u00e9t\u00e9 anonyme, the rule is identical in substance: article L.225-100 of the Commercial Code<\/a> requires the ordinary general meeting to be held at least once a year, within six months of the end of the financial year. In a SAS, the statutes organise how the shareholders take collective decisions, but the approval of the annual accounts and the allocation of profits are among the matters that must be decided collectively by the shareholders. And where the SAS has a single shareholder, the rule is spelled out directly: article L.227-9 of the Commercial Code<\/a> requires the sole shareholder to approve the accounts, after the statutory auditor report where one exists, within six months of the end of the financial year. Living abroad does not extend any of these periods: the six-month clock runs identically whether you manage from Paris, London, New York or Dubai, and only a court decision can extend it.<\/p>\n The second deadline concerns filing. Once the accounts are approved, they must be deposited at the greffe (the clerk’s office of the commercial court) to be appended to the registre du commerce et des soci\u00e9t\u00e9s, the RCS (the French trade and companies register in which your company is recorded and from which your Kbis, the official identity card of your company, is issued). For a SARL, article L.232-22 of the Commercial Code<\/a> requires filing within one month of approval of the accounts by the shareholders, or within two months where filing is done electronically. For a soci\u00e9t\u00e9 par actions, which includes your SAS, article L.232-23 of the Commercial Code<\/a> imposes the same rhythm: every soci\u00e9t\u00e9 par actions must file with the court clerk, for attachment to the trade and companies register, within one month of approval of the accounts, or within two months where filing is done electronically. In practice, since filing is now done electronically through the single formalities portal, foreign-run companies effectively work with a two-month window after approval: for a 31 December year-end approved on 30 June, filing is due by 30 August. The documents to file include the annual accounts, the external auditor’s reports where one exists, the proposed allocation of profits submitted to the shareholders and the allocation resolution actually voted. Note that filing the accounts with the greffe is a separate duty from filing your tax return (liasse fiscale) with the tax authorities: completing one does not complete the other.<\/p>\n Approval and filing also condition your dividends. The shareholders meeting that approves the accounts votes on the allocation of profits, so a missed approval meeting means no lawful dividend can be distributed, and distributable reserves cannot be established. For a foreign founder who counts on dividends rather than salary, letting the calendar drift therefore freezes the very income the French structure was built to deliver. The general legal calendar of a French company, from account approval to tax and payroll filings, is described in our companion guide for foreign founders, Setting Up a Company in France as a Foreign Founder: Bank Account, Kbis, VAT and Your First Hire<\/a>, which remains the starting point before diving into the missed-filing emergency this article addresses.<\/p>\n The first sanction is criminal in nature. Article R.247-3 of the Commercial Code<\/a> punishes failure to meet the filing duties of articles L.232-21 to L.232-23 with the fifth-class petty-offence fine set by article 131-13 of the Criminal Code. A fifth-class petty offence carries a fine of up to 1,500 euros, rising to 3,000 euros in case of repeat offending, under article 131-13 of the Criminal Code<\/a>. Prosecutions on this ground remain selective, but the text hangs over every non-filing company and the amounts double for a repeat offender.<\/p>\n The second and far more commonly used weapon is the court injunction under penalty payment. Article L.123-5-1 of the Commercial Code<\/a> allows the president of the court, ruling in summary proceedings, at the request of any interested party or of the public prosecutor, to order a company director, under penalty payment, to file the required documents with the trade and companies register. The astreinte is a French daily penalty payment: a sum accruing per day of delay until you comply, and it is owed to the Treasury, not to the applicant. Courts use it routinely. In an order of 7 October 2025 (Narbonne commercial court, summary proceedings, case no. 2025\/001539, available through the the Cour de cassation open-data portal for court decisions (Judilibre)), the president of the court, seized by the public prosecutor over the non-filing of two financial years, held that the filing duty was not seriously open to challenge, and ordered the president of the SAS to file within one month of service, ruling that without regularisation within one month, a daily penalty of 80 euros per day of delay would be owed to the Treasury. Two missing years and an absent director were enough; no defence on the merits was even arguable.<\/p>\n A third track runs through the prevention of business difficulties. Where directors fail to file on time, the president of the commercial court can act before any insolvency looms. Article L.611-2, II of the Commercial Code<\/a> allows the court president, where directors fail to file on time and where appropriate at the request of an economic observatory president, to order them to file promptly under penalty payment. The implementing rule, article R.611-13 of the Commercial Code<\/a>, sets the mechanics: the court president orders the legal representative to file the accounts within one month of notification or service of the order, under penalty of astreinte. Where the order is ignored, article R.611-16 of the Commercial Code<\/a> provides that the president rules on the liquidation of the penalty payment, with the resulting sum paid to the Treasury and recovered like a non-tax claim. This is exactly what happened in a case decided on appeal on 21 May 2026 (Aix-en-Provence Court of Appeal, case no. 25\/05774, via the the Cour de cassation open-data portal for court decisions (Judilibre)): after a commercial court president ordered a legal representative to file the accounts for the year ended 31 December 2023 within one month under a penalty of 100 euros per day, the penalty was liquidated for the period from 21 January to 13 March 2025 in the amount of 5,100 euros, and the Court of Appeal, noting the appeal was not pursued, confirmed the order in full. A single missed year thus cost 5,100 euros payable to the Treasury, plus costs, for a filing that would have cost a fraction of that in registry fees.<\/p>\n Beyond fines and court orders, non-filing quietly damages the business itself. Banks consult filing history before renewing credit lines or opening accounts, and a company whose accounts never appear looks opaque; suppliers and public buyers draw the same inference. The commercial court president can also summon directors for a confidential prevention interview when signs of difficulty emerge, and missing accounts are precisely the kind of signal that triggers such summons. None of this requires you to be resident in France: orders are served at the registered office (si\u00e8ge social), time runs from service, and the astreinte accrues whether you read your mail or not. That is why foreign-run companies, whose directors rarely open the Paris mailbox, are over-represented among the condemned.<\/p>\n Late compliance remains possible and is always better than continued silence: courts liquidate penalty payments based on behaviour, and filing stops the clock. The first step is to have proper accounts drawn up. If your company works with an expert-comptable (the French chartered accountant), instruct them to close the missing years, including the comparative figures, the notes (annexe), and the allocation proposal. Where the company appoints a commissaire aux comptes (statutory auditor, mandatory above size thresholds or when required by the statutes), their report must be obtained before the approval vote. Gather also the bank statements, loan agreements and shareholder loan records, because the approval meeting will need a coherent profit allocation, and foreign founders often mix shareholder current accounts (comptes courants d’associ\u00e9s, the loans shareholders make to their own company) with capital: clean that paperwork now.<\/p>\n The second step is to approve the accounts late, and this can be organised entirely from abroad. In a SAS, check the statutes first: many SAS statutes allow collective decisions by written consultation or electronic vote, which lets shareholders based in different countries approve without travelling. In a SARL, the ordinary meeting rules are stricter, but attendance by videoconference is possible where the statutes permit it, and a sole shareholder (associ\u00e9 unique, in an EURL, the single-member SARL, or a SASU, the single-member SAS) simply records the decision in the statutory register. Two practical points matter here. First, a late approval is still a valid approval: the six-month period governs when you must decide, not whether a later decision counts, so approve as soon as possible rather than waiting for the next cycle. Second, for the sole individual shareholder who also chairs the SASU, article L.227-9 offers a shortcut for the future: filing the duly signed inventory and annual accounts with the trade and companies register within the six-month period counts as approval, without a separate entry in the decision register. Use the delay to also vote the allocation of profits, record any dividend, and set the payment date, since none of this could lawfully happen while the accounts were unapproved.<\/p>\nB. What fines and court orders punish a company that never files?<\/h3>\n
II. How to file your French company’s late accounts from abroad<\/h2>\n
A. How do you approve and file accounts late, step by step?<\/h3>\n