In France, certain companies have an obligation to file their corporate accounts each year.
This obligation applies to stock companies, for example of the type: SA; SAS; SCA; SASU, etc., pursuant to Article L 232-23 of the Commercial Code. The obligation also applies to limited liability companies, including EURLs, and SARLUs, pursuant to Article L 232-22 of the Commercial Code. The obligation affects SNCs as well, pursuant to Article L 232-21 of the Commercial Code. We have mentioned above the main types of companies that we deal with in our firm, although other companies are subject to the same obligation, including, but not limited to: SELARLs; SELAS; SPFPLs, etc.
In order to file these corporate accounts, it is necessary, within the 6 months following the financial year end close, to hold a general meeting to approve the accounts. For example, if your financial year runs from 1st January 2018 to 31 December 2018, during the month of May or June 2019, it is important to hold a meeting of the company shareholders (who will have been previously convened to this meeting in accordance with the terms of convening provided for by the company’s Articles of Association), so that they can determine whether the company manager can obtain discharge for his or her management of the company, and also to determine the allocation of the results (losses or profits).
After the meeting approving the corporate accounts has been held, you will have a period of one or maybe two months, depending on the provisions of the aforementioned Articles of Association and Article R 123-111 of the Commercial Code, to file your corporate accounts with the Registry of the Commercial Court to which your entity depends.
To file your accounts you will need to submit the following documents, namely: the accounts of your company certified by the manager, including the balance sheet (setting out Assets, Liabilities, and the profit and loss account), and the notes to the accounts; the minutes of the general meeting (as previously stated) showing the resolutions voted on (discharge for the manager, allocation of results, etc.), to which an attendance sheet must be attached determining which shareholders were present, absent or represented. A management report must be drawn up by the manager; this report makes it possible to give explanations to the shareholders concerning the management of the company, and to assist them during the vote so that they can freely determine if discharge must be granted to the manager or not. In some cases, a report from the auditor (CAC) must be attached, although, obviously, if your company does not have a CAC, this last point does not concern you.
There are specificities for companies having consolidated accounts, if applicable, although we very rarely handle this type of cases, so we have not given more explanations here. However, for more details on this point, you can us contact at our email address: info@attorney-counsel.com
NB: a confidentiality statement may be attached to these diverse documents. This enables micro and small enterprises not to have their accounts and their annexes made available publicly.
For information: a micro-enterprise is an enterprise for which at least 2 of the following 3 criteria are fulfilled: a balance sheet total less than or equal to 350 K (350,000 Euros); a net turnover excluding tax of less than or equal to 700 K (700,000 Euros); an average number of employees during the year not exceeding 10 employees.
A small enterprise is an enterprise for which at least 2 of the following 3 criteria are fulfilled: a balance sheet total less than or equal to 4 M (4,000,000 Euros); a net turnover excluding tax of less than or equal to 8 M (8,000,000 Euros); an average number of employees during the year not exceeding 50 employees.
Regarding sanctions, and this is the most important point in our opinion, what do you risk if you do not file your corporate accounts in time?
As a first step, failure to file the corporate accounts is punishable by a 5th class fine (Article 131-13 of the Criminal Code) i.e. an amount of 1,500 Euros, which can be increased to 3,000 Euros if this is repeated. This penalty is provided for in Article R 247-3 of the Commercial Code. A penalty order (with payment of a sum of money per day of delay) may be issued by the President of the Court, on his or her own initiative, in order that managers file the accounts in the shortest possible time. This faculty is set out in Article L 611-2 of the Commercial Code.
This application for an injunction for the manager to file the accounts may also be made at the request of any interested individual, or the public prosecutor, pursuant to Article L 123-5-1 of the Commercial Code.