Filing French SAS Accounts Confidentially: Keeping Figures From Competitors

Filing the accounts, without handing them to your competitors

A French SAS that meets the size criteria can file its annual accounts at the registry and, in the same act, keep all or part of them out of public view. The filing obligation is untouched — the company still draws up the accounts, has the shareholders approve them and deposits them through the guichet unique — but a déclaration de confidentialité lodged with the deposit stops the registry from releasing the marked documents to third parties. The mechanism sits in Art. L 232-25 of the Commercial Code — introduced for micro-entreprises by the ordonnance of 30 January 2014, extended to small companies' compte de résultat by the loi Macron of 6 August 2015, and opened to medium companies by the loi Pacte of 22 May 2019 — and it answers a long-standing complaint of French SMEs: that a public account filing let a competitor, a supplier or a rival bidder read the company's margin, cost base and strategic position straight off the register.

This guide covers the confidentiality framework as it stands for financial years opened from 1 January 2024, after the decree of 28 February 2024 (2024-152) raised the size thresholds to the European levels. It sets out the three size categories and the distinct scope each one carries, the declaration procedure at deposit, the documents kept private and those that stay public, the sectoral and group exclusions that disqualify some companies even inside the thresholds, the access that authorities and financing counterparties always retain, and the practical effect on banking, supplier credit and investor relations. The size test itself belongs to the same year-end exercise as the accounts calendar and the auditor question, and this guide links to those companion pieces where they meet.

The default is publicity — the option is the exception

The starting position for a French SAS is full public access to the annual accounts deposited at the commercial court registry. A third party — a competitor, a supplier running a credit check, a journalist, an investor preparing a competing bid — can pull the filed bilan, compte de résultat and annexe from the public data services that aggregate the register, for a nominal fee or none at all. The confidentiality option under Art. L 232-25 carves out an exception: a company inside the size criteria asks, at the moment of deposit, that the relevant documents be marked confidential. They are still deposited — the obligation is met, and the register still shows a filing was made — but the registrar does not release the marked documents to the public.

Three features define the mechanism and are worth stating plainly, because each corrects a common misreading. First, the deposit obligation survives: confidentiality is a choice made inside the filing, never a substitute for it. A company that deposits nothing at all is exposed to the commercial court's injunction-and-astreinte route, which our guide to the annual accounts of a French SAS sets out in full — confidentiality does not touch that exposure. Second, the scope is selective and set by size: the smallest companies can shield everything, larger ones only part. Third, the privileged access is preserved: the tax authority, the courts, the Banque de France and the financing counterparties listed in the Code keep their access regardless of the choice. The option is aimed at one reader alone — the general public, and behind it the competitor — and it is precisely that reader the Code declines to protect.

Three size categories — on the 2024 thresholds

The Commercial Code defines three categories — micro, small and medium — each with its own thresholds and its own confidentiality scope. The categories rest on the company's individual figures (not a group's consolidated figures), tested at the close of each financial year against two of three criteria. The decree of 28 February 2024 (2024-152) raised those figures to align French law with the European accounting directive, and for financial years opened from 1 January 2024 the numbers are the ones below (C. com. Art. D 230-1) — materially higher than the figures that circulated before, so a company that was outside a category on the old numbers may now sit inside it.

The categories are nested by design: a micro company is also small and medium, a small company that is not micro is also medium, and the scope available follows the smallest category the company actually falls into. The thresholds are tested at each year-end on the individual figures drawn up under French accounting rules — the net turnover being the chiffre d'affaires net of rebates and discounts, the balance-sheet total the sum of the asset side, and the headcount the average number of employees over the year. A company can move between categories from one year to the next, and the category is redetermined annually.

One persistence rule tempers that annual reset, and the draft-stage literature often gets it wrong. A company does not change category the instant a single year's figures shift. Where a new company is under the micro thresholds at the close of its first financial year, it may claim confidentiality immediately for that first year; if it then crosses two of the three thresholds at the close of its second year, it changes category only if it still exceeds them at the close of the third — a lasting change requires two consecutive years across the line, not a single year's spike (ANSA, comité juridique, 1 February 2023, n° 23-009). The point matters for a fast-growing SAS whose turnover jumps in one year and settles the next.

The micro company: the whole accounts kept private

An SAS classified as a micro company can declare that the annual accounts it deposits are not made public to third parties (C. com. Art. L 232-25, al. 1). This is the strongest protection the framework offers: the bilan, the compte de résultat and the annexe are all marked confidential and none is released from the register. The thresholds — €450,000 balance sheet, €900,000 turnover, 10 employees, two of three — capture the bottom tier of French SAS practice, and the configuration is common in the early years of a company's life, before growth pushes it past the small-company line.

Two points define the reach of the micro option. First, where a micro company uses the confidentiality option, the statutory auditor's report is also kept private (C. com. Art. L 232-26, al. 1) — the report follows the accounts into confidentiality rather than being published alongside a private bilan. Whether the company even has an auditor is a separate question governed by the size test in our guide to the SAS statutory-auditor thresholds; most micro companies run without one. Second, the option covers the annual accounts alone. The K-bis stays public, the bylaws stay public, and the acts filed in the company's registry file stay public. The beneficial-owner declaration has its own separate access regime — covered in our guide to the SAS beneficial-owner filing — and is untouched by the accounts confidentiality.

A newly incorporated SAS that meets the micro thresholds at its first close can use the option from that first year: the register shows the filing was made — the absence of any filing would itself be a signal to counterparties — while the substance stays private. As the company grows past the micro thresholds (usually the turnover threshold first, since revenue climbs fastest in an early-stage operating company), it loses the full-confidentiality option but can drop down to the small-company option while it remains inside those thresholds.

The small company: the profit-and-loss account kept private

An SAS classified as a small company — above the micro thresholds but inside the small thresholds — can declare that its compte de résultat is not made public (C. com. Art. L 232-25, al. 2). The bilan and the annexe stay public; only the profit-and-loss account is shielded. This is the commercially weightiest of the three options for an operating company, because the compte de résultat carries the revenue, the cost lines, the gross and operating margins and the net result — the figures a competitor most wants and that have the most direct competitive value. The bilan that remains public gives a coarser picture: net assets, equity, debt, but not the margin structure.

The auditor treatment is more nuanced here than for a micro company. Where a small company shields its compte de résultat, the published documents do not carry the auditor's report — but they must carry a mention stating the nature of the auditor's opinion: whether the accounts were certified without reservation, certified with reservations, refused certification, could not be certified, or whether the report drew special attention to a matter without formal reservation (C. com. Art. L 232-26, al. 2). The market keeps the headline audit signal even though the report itself is not disclosed.

The exclusion that catches the most companies is the group one, and the draft-stage literature routinely omits it. On top of the sectoral exclusions that apply to every category, the compte-de-résultat option is not available to a company belonging to a group within the meaning of Art. L 233-16 (C. com. Art. L 232-25, al. 2) — that is, a company controlled by a parent that holds the majority of the voting rights, appoints the majority of the governing bodies over two successive years, exercises a dominant influence under a contract or the bylaws, or shares control of a joint subsidiary. A small SAS held by a parent in any of those ways cannot shield its compte de résultat, even where the group does not itself reach the consolidation thresholds and even where the company is exempt from drawing up consolidated accounts (CNCC, EJ 2016-50; CCRCS, avis 2019-011). For a small SAS inside a group, the small-company option is effectively closed — a decisive point for foreign-owned French subsidiaries, which are almost always controlled companies.

Which confidentiality scope can your SAS claim?

Pick the situation closest to yours — the check shows the option that applies and the documents it shields.

The medium company: a simplified bilan and annexe

The loi Pacte of 22 May 2019 added a third layer for medium-sized companies. An SAS inside two of the three medium thresholds — €25M balance sheet, €50M turnover, 250 employees (C. com. Arts. L 232-25, al. 3, and D 230-1, 3°) — can ask that only a simplified presentation of its bilan and annexe be made public. The full accounts are still drawn up and deposited; what changes is the public version, which shows the headline financial position while omitting certain analytical detail. This is a lighter protection than the micro and small options — the compte de résultat here is not the object, and the simplification is confined to the bilan and annexe — but it removes the detail-level disclosures that carry competitive value in a market where every line matters.

The published simplified presentation must carry its own labelling: a mention that the publication is abridged, the register where the full accounts were deposited, and the nature of the auditor's opinion (unqualified, qualified, adverse, or an inability to give an opinion, and any special-attention matter) (C. com. Art. L 232-25, al. 4). The simplified presentation is not accompanied by the auditor's report itself. The company requests the option through a déclaration de publication simplifiée drawn to the model in annex 1-5-2 of the Commercial Code (Art. A 123-61-1), lodged with the deposit like the other declarations. The medium option carries the same sectoral exclusions as the other two and is likewise closed to companies belonging to a group within the meaning of Art. L 233-16 (Art. L 232-25, al. 3).

The procedure: a declaration lodged at deposit, and free

Confidentiality is requested by a specific declaration filed at the registry at the same time as the other accounting documents (C. com. Art. R 123-111-1). There are three declaration models, set by ministerial order and reproduced in annexes 1-5, 1-5-1 and 1-5-2 of the Commercial Code (Art. A 123-61-1): confidentiality of the annual accounts (micro), confidentiality of the compte de résultat (small), and simplified publication of the bilan and annexe (medium). In practice the SAS — or its expert-comptable acting for it — deposits the accounts through the guichet unique operated by the INPI, and the declaration is one of the supporting documents in the deposit. The declaration is signed for the company by its legal representative, typically the president.

Four operating points complete the procedure. First, the declaration is free — it carries no additional cost over the standard deposit (C. com. Arts. R 743-140 and A 743-10). Second, it is an annual choice: the declaration accompanies each year's deposit, and a company that wants confidentiality across several years lodges it every year — it is not a standing election. Third, there is no catch-up: the request must be made at the moment of deposit, and no rule allows it to be deferred, so a company that deposits its accounts publicly cannot change its mind and ask for confidentiality months later (CA Paris, ch. 5-8, 6 June 2023, n° 23/00062). Fourth, the registrar's role is narrow but real: where a deposit is accompanied by a confidentiality declaration, the registrar cannot release copies of the accounts even if the company does not in fact meet the conditions — and where the registrar knows the declaration is false, they report it without delay to the public prosecutor (CPP Art. 40, al. 2; CCRCS, avis 2016-015). The lesson is to verify eligibility before declaring, not to treat the declaration as a costless default.

The timing of the deposit itself is a separate question. A late deposit does not forfeit the confidentiality treatment — the declaration lodged with a late deposit still marks the documents — but it exposes the company to the ordinary late-filing consequences, which our guide to the annual accounts of a French SAS covers alongside the approval and deposit calendar.

What confidentiality blocks — and what it never touches

The option is narrowly targeted at third-party public access to the deposited accounts. Several channels of access run entirely outside it, and misreading their independence is the most common planning error.

Authorities and financing counterparties keep their access. Even where the SAS opts for confidentiality, a defined set of users retains a right of access to the accounting documents: the judicial authorities, the administrative authorities, the Banque de France, and the legal persons that finance or invest in companies — credit institutions, financing companies, collective-investment management companies, insurers and reinsurers, mutuelles and the like — together with those providing services to them, such as payment institutions, financial-investment advisers and credit-rating agencies (C. com. Art. L 232-25, al. 5). These users must attach to their access request an attestation drawn to the model in annex 1-6 (Art. A 123-68-1). The point for a founder is concrete: a bank that lends to the SAS, or a rating agency assessing it, reaches the full accounts through this channel — confidentiality does not shut the door on the counterparties that actually decide credit.

The tax authority is unaffected. The DGFiP accesses the company's accounts through the tax return, which is separate from the registry deposit. The confidentiality of the deposit changes nothing about the company's tax obligations or the authority's access to its figures.

The public still sees that a filing was made. The registrar records the confidentiality choice at the BODACC, inserting a mention in the notice published on deposit of the accounts (C. com. Art. R 232-22). A third party consulting the company therefore sees that the accounts were deposited and that they are confidential — the confirmation of compliance is public even though the substance is not. On request and at the requester's cost, the registrar can also issue a certificate attesting that the accounts were deposited but are not communicable to third parties, or are communicable only in a simplified presentation (Art. R 123-154-1). Confidentiality is a shield over content, never a way to hide non-compliance.

The sectors and structures shut out of the option

The Commercial Code excludes specific categories from the confidentiality option whatever their size, because public disclosure carries an independent value in those cases — market integrity, prudential supervision, public accountability (C. com. Arts. L 123-16-2 and L 232-25, al. 1). The excluded categories are credit institutions, financing companies, payment and electronic-money institutions; insurers and reinsurers, supplementary occupational-pension funds and institutions, mutuelles, social-security bodies and provident institutions; companies whose financial securities are admitted to trading on a regulated market; companies making a public appeal for donations; and companies whose activity consists of managing participations or securities.

The last category rewards a careful reading, because it is easy to over-apply. A micro company is not excluded from confidentiality simply because it holds subsidiaries or participations. The coordination committee for the trade register distinguishes holding from managing: the exclusion bites only where the company actually carries on an activity of managing participations or securities, exclusively or not — mere ownership of a stake is not enough (CCRCS, avis 2019-011). A conventional operating SAS that happens to own a subsidiary keeps the option; a pure titre-management vehicle does not. Where the position is borderline — a company with partial regulatory oversight, or a minority stake in a regulated entity — the eligibility calls for a specific review rather than a general assessment, and the conservative course is to file publicly unless the eligibility is unambiguous. A company that moves into an excluded sector during its life — through a licence acquisition or a change of activity — loses the option from the year of the change.

Run your figures: which category, which confidentiality scope?

Enter your last close's figures — the calculator places the SAS in a category and flags the confidentiality scope that follows. It tests size only; the sectoral and group exclusions are checked separately.

What confidential filing does to commercial relationships

The option is worth weighing against its commercial consequences, because the parties who most want the accounts often reach them through channels the option does not touch.

Banks. A lender extending credit to an SAS routinely takes the annual accounts under the loan agreement, and often interim and management accounts on top. The bank's access runs through that contractual channel and through the financing-counterparty access the Code preserves (Art. L 232-25, al. 5), so the confidentiality choice leaves the banking relationship broadly neutral.

Suppliers. A supplier granting payment terms runs a credit check, often through a commercial credit bureau that aggregates registry data. Confidentiality thins what the bureau can pull, so the credit-check output is less detailed. The supplier can accept the partial data, ask the SAS directly for more under a confidentiality agreement, or tighten the terms in light of the gap. The effect varies with the supplier's process and the value it places on the relationship. Payment-term practice sits alongside the wider late-payment rules set out in our guide to payment terms in France.

Customers and investors. A large customer running supplier due diligence, and a prospective investor approaching the SAS for the first time, face the same partial-data picture as a supplier — and both typically resolve it by asking for the full accounts under an NDA rather than relying on the register. Existing investors usually already hold a reporting right under the shareholders' agreement, so confidentiality changes nothing for them. In an M&A or private-equity process the accounts go into a data room under an NDA regardless of the registry choice — confirming that the option is aimed at general public access, not at sophisticated counterparty due diligence.

Competitors. The competitor is the option's real target. A rival consulting the register sees only what the category leaves public — nothing of substance for a micro company, a bilan without the margin picture for a small one, a simplified bilan and annexe for a medium one. That is the intended commercial benefit, and for a company in a niche or margin-sensitive market it is the reason to file confidentially at all.

Frequently asked questions about confidential filing of a French SAS's accounts

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal or accounting advice. Size thresholds and disclosure rules evolve with finance and simplification laws; always verify the current framework and seek qualified advice before deciding how to file — or shield — a French company's accounts.