Filing of annual accounts

Companies required to file:

• All companies limited by shares (SASU, SAS, SA, SCA, SE)

• Limited liability companies (SARL and EURL)

• Professional practice companies (SELARL, SELAFA, SELCA, SELAS)

• General partnerships (SNC)

• Agricultural cooperative companies under certain conditions

Companies not required to file:

• Sole traders (micro-entreprise, auto-entrepreneur)

• Civil companies (SC, SCI, SCP, SCEA)

The filing must contain:

• The annual accounts for the financial year (balance sheet, profit and loss account and notes)

• The management report (except for small companies)

• The proposal and resolution for appropriation of profit approved by the members

• For SAs with a supervisory board and SCAs: the supervisory board report

• For companies with a statutory auditor: the statutory auditor's report on the annual accounts

The requirement to prepare notes to accompany the balance sheet and profit and loss account is waived for companies that meet at least 2 of the following criteria:

• Total balance sheet of less than €350,000

• Net turnover of less than €700,000

• Fewer than 10 employees (except for companies whose business consists of managing equity interests and securities, credit and financing institutions, insurance and reinsurance companies, and companies listed on a regulated market)

The company's accounts must be approved by a general meeting of members (or the sole member) within 6 months of the financial year end.

The accounts must be filed with the commercial court registry within one month of the general meeting. This period is extended to 2 months when filing is done electronically.

Example:

• A company's financial year ends on 31 December

• The general meeting must approve its accounts by 30 June of the following year

• The accounts must be filed by 31 July (or 30 August for electronic filing)

In practice, failure to file can result in a series of administrative and financial penalties.

⚖️ Penalties: fine and filing order

If annual accounts are not filed within the statutory deadline, the company faces two types of penalty:

• On the criminal side, a fine of €1,500 (increased to €3,000 for repeat offences) may be imposed by the president of the commercial court (article R. 247-3 of the code de commerce).

• ➔ Limitation period: the action is subject to a limitation period of one year from the date on which the accounts should have been filed (article 9 of the Code de procédure pénale).

• On the civil side, a filing order with penalty payment, at the request of the public prosecutor or any interested party, may be issued by the president of the court (article L. 611-2 of the code de commerce).

• ➔ Limitation period: the application for an order is subject to a limitation period of 5 years and limited to the last five unfiled financial years (article 2224 of the Code civil).

🧾 How a filing order procedure works in practice

In practice, the procedure begins with a simple reminder from the registry encouraging voluntary filing.

Failing compliance, the president of the court may then issue a filing order, almost always accompanied by a penalty payment. This decision is served by recorded delivery with acknowledgement of receipt. It provides for:

• A one-month deadline to regularise;

• A daily penalty payment if no action is taken within that deadline (e.g. €100 per day of delay).

If the company does not file its accounts within the prescribed period, the court may summon the legal representative to a hearing to determine the liquidation of the penalty payment, that is, to set the amount actually owed to the Treasury.

💡 Penalty payments in practice

While the penalty payment is often set out in the filing order, the president of the court is not obliged to maintain the amount initially specified when liquidating it.

The president has discretion, and may reduce or even cancel the penalty payment, depending on:

• The director's conduct (responsiveness, cooperation, etc.);

• The difficulties encountered by the company (technical problems, etc.);

• Whether the accounts were actually filed before the hearing, even if late.</aside>

📝 Practical tips

• Plan ahead: If you have not filed your accounts, quickly check how many outstanding years there are. After 5 years, filing can no longer be required.

• Act on the first reminder: Prompt filing can avoid the filing order and, crucially, the penalty payment.

• Attend the hearing: This demonstrates good faith and may influence the court's decision when liquidating the penalty payment.

It is possible, under certain conditions, to request confidentiality so that the annual accounts are not made public.