[AGM 2026] What Information Must Be Disclosed to Shareholders and Third Parties, Prior to the Annual Accounts Approval?

As the annual general meeting season is in full swing, we offer a series of articles to help officers and shareholders better understand the rules relating to the approval of French SAS and SARL’s annual accounts for SAS and SARL, as well as the obligations arising from them. Third round of Q&As.

What information must be provided to shareholders called to approve the company’s annual accounts?

In French limited liability companies (société à responsabiltié limitée – SARL), the list of documents is provided by law: the management report, the company’s assets and liabilities statement (inventaire), the annual accounts, the draft resolutions, the statutory auditor’s report, or the consolidated accounts, when applicable.¹

These documents must be sent at the same time as the notices of meeting.

> Also read on this topic: « Convening Shareholders and Organizing the Annual General Meeting »

In French simplified joint-stock company (société par actions simplifiée – SAS), shareholders’ information rights are governed by the bylaws, subject to the mandatory disclosure of the annual accounts and certain reports required by law (see below). In the absence of specific provisions in the bylaws, it is for the President to take the necessary steps to ensure that shareholders are provided, in due time, with the relevant information required to make an informed decision on the approval of the annual accounts. It is generally considered good practice to refer to the rules and timelines applicable to SA or SARL companies, subject to appropriate adjustments to reflect the specific circumstances of each SAS.

We secure the legal compliance of your corporate decisions and of your annual accounts approval.

What are the annual accounts / financial statements submitted to the shareholders’ approval? How are they prepared?

The annual accounts / financial statements submitted to the shareholders are established by the company’s legal representative (assisted by his accounting teams / advisors), i.e. the general manager of the SARL or the president of the SAS. They consist of the following elements:

• The balance sheet (bilan), which separately describes the company’s assets and liabilities;
• The income statement (compte de résultat), which summarizes the income and expenses for the financial year;
• The schedule (annexe), which completes and comments on the information provided by the balance sheet and the income statement.

However, this content may vary depending on the size of the company. For instance, micro-businesses are exempt from preparing notes. “Small businesses” may adopt their accounts using a simplified presentation. Finally, medium-sized businesses may adopt a simplified presentation for their income statement only.

What reports must be prepared?

Where applicable, the following reports must be prepared by the legal representative of the company:

• Management report from the company’s legal representative (general manager or president);
• Report on related-party agreements;
• Consolidated accounts and group management report (see below);
• Report on stock options and free shares granted to employees and corporate officers of an SAS (SAS only);
• Supplementary report by the SAS president on share capital increases involving a delegation of competence or powers (SAS only);²
• Supplementary report by the SAS president in the event of a delegation of power to specifically name the beneficiaries of a share capital increase with waiver of preferential subscription rights (this report must be certified by the statutory auditor, if any) (SAS only).³

When should consolidated accounts be prepared? Do they have to be approved also?

Pursuant to Article L.233-16 of the French Commercial Code, when a company exercises exclusive or joint control over one or more other companies, it must prepare consolidated accounts as well as a group management report.

The group management report includes information similar to the information found in each company’s management report, but at group’s level. Thus, it should outline the situation of the group of companies, the foreseeable evolution of results and activities, a list of branches, and a description of the main risks and uncertainties facing the group.

While consolidated accounts and the related management report are essential information for shareholders, they are not subject to formal approval. The decision to approve the accounts relates only to the financial statements specific to each entity considered.

What information must be provided to third parties that are not shareholders?

The statutory auditor of the company, where one has been appointed, benefits from enhanced information rights. The annual accounts, the management report and, if applicable, the consolidated accounts and the group management report are made available to the statutory auditor (or communicated by email upon request) at least one month before the convening of the shareholders to approve the company’s annual accounts.⁴ More broadly, he must receive the information sent to the shareholders under the same conditions. Failure to communicate such information is a criminal offense punished by five years’ imprisonment and a fine of €75,000.⁵

In companies with at least 50 employees, the works council also has specific information rights. The employer must provide it with the documents communicated to the shareholders, including the annual accounts, the management report, and the statutory auditor’s reports.⁶

Finally, specific information rights benefit the holders of securities issued by SAS companies, even if they are not shareholders:

• Holders of securities giving access to capital (warrants, convertible bonds…) have a right to receive the corporate documents sent to shareholders.⁷ Furthermore, representatives of the holders’ assemblies may attend general meetings, but they do not have any voting rights.
• Regarding bondholders, only the representatives of the bondholders’ assembly have a right to receive the documents made available to shareholders.⁸ These representatives also have a right of attend general meetings without any voting right.

We secure the legal compliance of your corporate decisions and of your annual accounts approval.

Also explore our related expertises:

1. R. 223-18, French Commercial Code – FCC ↩︎
2. L. 225-129-5 and R. 225-116, FCC ↩︎
3. L.225-138, FCC ↩︎
4. L.232-1 and R. 232-1, FCC ↩︎
5. L. 821-6 3°, FCC ↩︎
6. L. 2312-25, French Labour Code ↩︎
7. L. 228-105, FCC ↩︎
8. L. 228-55, FCC ↩︎