The Annual Compliance Calendar of a French SARL

The annual legal obligations of a French SARL run to a fixed calendar built around one hard deadline: the shareholders must approve the accounts within six months of the financial year-end. For a company closing on 31 December, that means an approval meeting by 30 June, then filing at the registry within a further month or two. Miss the establishment of the accounts and the manager faces a €9,000 fine; miss the filing and the company faces a €1,500 penalty and a court injunction. This guide sets out the full compliance calendar of a French SARL - what the manager has to prepare, when the meeting must be held, what gets filed and by when, the extra steps where the company has an auditor or a works council, and the recurring tax and register obligations that sit alongside the accounts cycle.

The manager's annual accounting obligations

The starting point of the compliance calendar is the manager's duty to draw up the accounts. A financial year normally runs 12 months, and at the close of each one the manager (gérant) must establish the inventory, the annual accounts - the balance sheet, the profit-and-loss account and the notes - and the written management report. Where there are several managers, they have to agree on these documents.

These are not optional filings. A manager who fails to draw up these documents at the end of each financial year faces a criminal fine of €9,000, with no prison term, and the same fine applies to a manager who fails to submit the inventory, the annual accounts and the management report to the shareholders - or to the sole shareholder in an EURL - for approval. The manager must also make sure the accounts are filed at the commercial-court registry, and, where the SARL controls one or more companies, check whether consolidated accounts are required.

Consolidated accounts and forward-management documents

Two further obligations attach to larger SARLs and to groups. A SARL that exclusively or jointly controls one or more other companies must draw up and publish consolidated accounts and a group management report, unless it is itself controlled by a company that includes it in its own published consolidated accounts. A SARL that has to consolidate must have at least two auditors, and the consolidated accounts are sent to the shareholders at the same time as the annual accounts.

Separately, a SARL that at the year-end has at least 300 employees or net turnover of at least €18 million must draw up forward-management documents - a financing table and related documents - twice a year, within four months of the year-end for the first half. These are not filed with the annual accounts but form part of the same annual discipline. For most founders these thresholds are well out of reach, but a scaling company should know the point at which they engage, because they add real work to the calendar.

The six-month deadline to approve the accounts

The spine of the annual calendar is the approval meeting. The shareholders' meeting called to approve the accounts must be held within six months of the year-end. Approval must be given in a meeting - a written consultation, even a unanimous one, is void for this purpose, because the law reserves approval of the management report, the inventory and the annual accounts to a meeting.

The six months is a genuine deadline, not a target. Any interested party or the public prosecutor can apply to the president of the court, ruling in summary proceedings, to order the managers - where needed under a penalty payment - to convene the meeting, or to appoint an agent to do it. If the manager cannot hold the meeting in time, the remedy is to apply to the president of the commercial court for an extension before the six months expire. A request made after the deadline has passed does not help; the extension has to be sought inside the window.

There is no quorum for the annual accounts meeting in a SARL. The accounts, the inventory and the management report are approved by an ordinary decision of the shareholders - more than half the shares on first consultation, and, where that is not reached, a majority of the votes cast on a second. Approval of the accounts is what unlocks any distribution: no dividend can be paid until the accounts are approved and the existence of distributable sums confirmed.

Approving the accounts is usually followed by a vote of discharge (quitus) to the managers, but that discharge has only a limited effect. No decision of the meeting - not even a unanimous one - can extinguish a liability action against the managers for a fault committed in carrying out their mandate. The discharge closes the accounting year politically; it does not release the manager from responsibility for wrongdoing.

The SARL compliance calendar step by step

For a SARL without an auditor closing on 31 December and holding its meeting on 30 June, the calendar of deadlines works backwards from the meeting date.

Two further dates sit outside the accounts sequence but inside the annual cycle. Companies with at least 300 employees or net turnover of at least €18 million must draw up half-yearly forward-management documents within four months of the year-end. And the dividend voted by the shareholders must be paid within nine months of the year-end, unless a court extension is obtained.

Filing the annual accounts at the registry

Every SARL must file, in paper or electronic form, a single copy of its accounts at the commercial-court registry to be annexed to the trade and companies register. The filing comprises the annual accounts (and, where relevant, the consolidated accounts, the group management report, and for companies with an auditor the auditor's reports), together with the proposed allocation of the result submitted to the meeting and the allocation resolution as voted. The management report is no longer filed at the registry, but it must be kept at the registered office and made available to anyone who asks.

The deadline depends on the filing method: the SARL has one month from the meeting for a paper filing and two months for an electronic filing. Since 1 January 2023, electronic filing goes through the single-window portal (Guichet unique); paper filing remains possible. Where the shareholders refused to approve the accounts, a copy of the meeting's deliberation is filed within the same deadline.

Confidentiality options on filing

Smaller companies can restrict who sees the filed accounts. A micro-enterprise can declare that the annual accounts it files will not be made public to third parties - though judicial and administrative authorities, the Banque de France, and financers and investors keep full access. A small enterprise can choose not to make its profit-and-loss account public. A medium-sized enterprise can file a simplified publication of its balance sheet and notes. Each option is exercised by a declaration lodged with the accounts. Where a small or medium enterprise uses a confidentiality option and has an auditor, the auditor's report is not made public, but the published documents must carry a statement on whether the accounts were certified, with or without reservations, or not certified.

Penalties for missing the filing obligation

Failing to file the accounts carries a chain of consequences. The registrar who finds that a company has not filed its annual accounts informs the president of the commercial court, who can issue the manager an injunction to file at short notice under a penalty payment. On the application of any interested party or the public prosecutor, the president can also appoint an agent to file the accounts in the manager's place.

The breach is a criminal offence too: failing to file the company accounts is punishable by a fine of €1,500, raised to €3,000 on a repeat. And where the SARL has a statutory auditor, non-filing triggers the auditor's own duty - the auditor must report the offence to the public prosecutor and to the company's main bodies. A company that treats the filing as optional therefore exposes the manager to a fine and an injunction, and, where there is an auditor, to a formal report to the prosecutor.

The compliance calendar with a statutory auditor

A SARL with a statutory auditor (commissaire aux comptes) has additional deadlines layered onto the standard calendar.

Where the SARL has an auditor, the accounts documents must be available to the auditor at the registered office at least one month before the meeting is convened - which works out to at least 45 days before the meeting itself. It is the auditor, in a company that has one, who draws up the report on regulated agreements. If the SARL uses a confidentiality option on its accounts, the auditor's report does not have to be made public, but a small or medium enterprise must then accompany the published documents with a note on the sense of the auditor's certification.

The compliance calendar with a works council

A SARL with a social and economic committee (comité social et économique, CSE) has to feed the annual accounts process into its employee-information obligations. The documents made available to the shareholders at the registered office before the meeting must be placed in the economic, social and environmental database, in preparation for the committee's own consultation on the company's economic situation - an obligation that applies where the company employs at least 50 employees, unless a company agreement provides otherwise.

The committee has a voice in the meeting too. It can require draft resolutions to be added to the agenda, and two of its members - one from the managerial and technical category, one from the employee and worker category - can attend the general meetings. For a founder running a SARL that has crossed the employee thresholds, the accounts calendar and the CSE consultation calendar have to be managed together, because the same underlying documents feed both.

Tax and register obligations in the annual cycle

The accounts cycle is the core of the compliance calendar, but two other recurring obligations run alongside it.

Corporate-tax instalments

A SARL subject to company tax (impôt sur les sociétés, IS) pays it in quarterly instalments due by 15 March, 15 June, 15 September and 15 December, on pain of a 10% surcharge. Each instalment is a quarter of the tax due, calculated by reference to the result of the last closed financial year. No instalment is payable where the reference year's tax does not exceed €3,000, or during a period of temporary exemption. These dates run independently of the accounts calendar, so a SARL has to track both cycles at once.

Keeping the beneficial-owner declaration current

A SARL must keep the beneficial-owner declaration it filed at the registry up to date, correcting or completing it within 30 days of any event that makes an update necessary. This is not a fixed annual date but an ongoing obligation triggered by change - a share transfer, a capital operation, a change in who ultimately controls the company. The declaration has to state the exact percentage of capital and voting rights held by each beneficial owner, so any movement that shifts those percentages restarts the 30-day clock.

Taken together, the picture for a 31 December SARL is a year with fixed pillars: quarterly tax instalments through the year, the accounts drawn up and approved by 30 June, filed by the end of July or August, the dividend paid by the end of September, and the beneficial-owner declaration kept current throughout. Mapping these against the company's own year-end is the practical first step in staying compliant.

What goes in the SARL management report

Where a management report is required - that is, unless the company is in the small-enterprise category - it has to cover a defined list, and drawing it up is one of the manager's annual obligations. The report must set out the company's situation during the year, its foreseeable development, the significant events between the year-end and the date the report is drawn up, and its research-and-development activity. Existing branches must be mentioned.

Beyond that, the report has to give an objective and complete analysis of how the business, results and financial position evolved - including the company's level of debt - proportionate to the size and complexity of the business. Where relevant to understanding that evolution, it carries key performance indicators, financial and, where they bear on the specific activity, non-financial, including on environmental and staff matters. It describes the main risks and uncertainties the company faces, and, where relevant to assessing the assets, liabilities, financial position and results, gives information on the company's objectives and policy for hedging and its exposure to price, credit, liquidity and cash-flow risks. The report has to be understandable by a non-specialist, and the manager cannot leave out significant information on the basis that it already appears in the notes - the two documents serve different purposes.

Some reporting obligations attach only to particular companies. A SARL whose accounts are certified by an auditor, or that has appointed one voluntarily, must disclose in the report inter-company loans of under three years made to connected small and medium enterprises, with an auditor's attestation. A SARL subject to company tax must state the dividends paid over the previous three years. From financial years opened on 1 January 2025, a sustainability-reporting section applies to SARLs crossing two of three thresholds - a balance-sheet total, net turnover and headcount above the set figures - so the first sustainability report for those companies is drawn up in 2026. Most SARLs fall below these thresholds, but a growing company should watch the line.

What shareholders must receive before the accounts meeting

The information rights around the annual meeting are part of the compliance calendar, because getting them wrong can void the meeting. At least 15 days before the meeting called to approve the accounts, the managers must send the shareholders the balance sheet, the profit-and-loss account and the notes; the management report, unless the company is a small enterprise; the text of the proposed resolutions; and, where relevant, the auditor's report, the consolidated accounts and the group management report. The meeting cannot be held before this 15-day communication period expires.

From the moment these documents are sent, every shareholder can put written questions to the manager, which the manager must answer during the meeting. During the 15 days before the meeting, the inventory has to be kept at the registered office for the shareholders to inspect, though they cannot take a copy of it. The report on regulated agreements drawn up by the manager, where there is no auditor, is not among the documents that must be sent with the convening, but sending it is strongly advisable so the shareholders understand the scope of those agreements before they vote.

Shareholders have their own input into the agenda. One or more shareholders holding at least 5% of the shares can have items or draft resolutions added to the agenda; where the conditions are met, those items must be listed and the draft resolutions put to the vote. On the civil side, an irregularly convened meeting can be annulled - but the action fails where all the shareholders were present or represented, which is why a defective convening is dangerous only where a shareholder is absent. The safe course is to run the 15-day communication properly every year rather than rely on full attendance to cure a slip.

Frequently asked questions about the SARL compliance calendar

This article states general principles of French law as at its date of publication and is provided for information only. It does not constitute legal or tax advice and creates no lawyer-client relationship. Figures, rates and thresholds evolve; verify them against the texts in force before acting, and take advice on your specific situation.