{"id":2207,"date":"2026-04-15T15:07:52","date_gmt":"2026-04-15T13:07:52","guid":{"rendered":"https:\/\/www.alkeom.law\/?p=2207"},"modified":"2026-04-15T15:59:23","modified_gmt":"2026-04-15T13:59:23","slug":"gm-2026-approval-of-the-2025-annual-accounts-what-are-the-obligations-for-french-business-companies","status":"publish","type":"post","link":"https:\/\/www.alkeom.law\/en\/gm-2026-approval-of-the-2025-annual-accounts-what-are-the-obligations-for-french-business-companies\/","title":{"rendered":"[GM 2026] Annual Accounts Approval: What are the Key Obligations for French Business Companies?"},"content":{"rendered":"\n
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As the season of annual general meetings is in full swing, we propose a series of articles to help managers and shareholders of French business companies (SAS and SARL) better understand the rules governing the approval of annual accounts, as well as the obligations arising from them. First round of Q&As.<\/em><\/p>\n\n\n\n

What does the approval of the annual accounts involves under French law?<\/h2>\n\n\n\n

Each year, shareholders must meet in an annual ordinary general meeting to approve the financial statements for the previous financial year. More broadly, they must rule on the management of the company by its executives, the allocation of the result (profit or loss), and, where applicable, the distribution of dividends.<\/p>\n\n\n\n

In French limited liability companies (soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/em> – SARL) and French simplified joint-stock companies (soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> – SAS), the process follows a common framework while still allowing for some differences, mainly due to the contractual flexibility specific to SAS.<\/p>\n\n\n\n

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We ensure the proper approval of your company\u2019s annual accounts and corporate decisions.<\/h3>\n\n\n\n
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What is the purpose of approving annual accounts?<\/h2>\n\n\n\n

The approval of accounts serves a dual purpose.<\/p>\n\n\n\n

From a financial perspective, it allows shareholders to rule on the annual accounts prepared by the legal representatives (president or general manager) and to decide on the allocation of the financial year\u2019s result.1<\/a><\/sup> If there is distributable profit, they may decide to pay dividends, either spontaneously or in accordance with provisions set out in the articles of association or a shareholders\u2019 agreement (minimum dividend, preferred dividend, etc.).<\/p>\n\n\n\n

From a governance perspective, it is a key moment for informing shareholders and exercising their political rights (renewal of mandates, approval of major decisions, etc.).<\/p>\n\n\n\n

Who is responsible for organizing the process?<\/h2>\n\n\n\n

In a SARL, the general manager is responsible for both preparing the annual accounts and organizing the entire approval process. In an SAS, the burden is on the president. However, the articles of the SAS may provide that certain responsibilities (such as convening shareholders) fall under other bodies.<\/p>\n\n\n\n

In both cases, a careful review of the articles of association and any shareholders\u2019 agreements in force is recommended to check each party\u2019s responsibilities and the absence of additional procedures. For example, it can be provided that the annual accounts of an SAS will have to be approved by a committee or a board before they are submitted to the annual meeting.<\/p>\n\n\n\n

Failure to comply with applicable rules may expose company officers to civil or even criminal liability. Certain decisions may also be held null and void.<\/p>\n\n\n\n

What is the deadline for an SARL or a SAS?<\/h2>\n\n\n\n

In SARLs<\/strong>, the general meeting called to approve the accounts must be held within six months from the end of the financial year.2<\/a><\/sup> This deadline may be extended by court order upon request.
Failing this, the public prosecutor or any interested party may apply for an injunction to convene the shareholders or for the appointment of a representative to do so.<\/p>\n\n\n\n

In SAS with multiple shareholders<\/strong>, there is no express deadline provided by French law. However, dividends must be distributed within nine months of the end of the financial year.3<\/a><\/sup> In practice, aligning with the six-month deadline is considered good governance and is widely followed. The articles often provide for this deadline, making it binding.<\/p>\n\n\n\n

By contrast, where the SAS has a single shareholder<\/strong>, Article L. 227-9 of the French Commercial Code (FCC)<\/a> provides that this shareholder must approve the accounts within six months following the end of the financial year.<\/p>\n\n\n\n

What are the main steps in approving annual accounts?<\/h2>\n\n\n\n

The approval process generally includes four stages:<\/p>\n\n\n\n