The French SAS Annual-Accounts Cycle: Approval, Filing and the Deadline Myth

The SAS annual-accounts cycle and the deadline myth to retire first

Every French SAS runs an annual-accounts cycle: the president draws up the accounts, the shareholders approve them by collective decision, the approved accounts are filed, and any dividend is paid. What most guides get wrong is the calendar's legal nature. The SA's statutory six-month approval deadline does not apply to the SAS (C. com. Art. L 225-100 being excluded by L 227-1): for a plural SAS, no statutory deadline governs the approval decision — the bylaws set the conditions and deadlines (Art. L 227-9, al. 2). What disciplines the calendar in practice is the rule that a voted dividend must be paid within nine months of the financial-year close (Art. L 232-13), which is why six months remains the near-universal rhythm, and why bylaws often simply impose it.

This guide covers the documents the SAS must produce and the simplified regimes by company size, the arrêté of the accounts by the president and the criminal discipline around them, the shareholders' approval decision in the SAS's free forms, the operating calendar from close to dividend, the information owed to shareholders and the auditor, the registry filing with its one- and two-month windows, and the group add-ons (consolidated accounts, forward-looking management documents). The neighbouring subjects have their own guides — confidential filing, the Guichet unique mechanics, late-filing penalties and the SASU's simplified approval — linked where they arise.

The documents: three accounts, sized to the company

At each close the SAS establishes its inventory — the annual verification of the existence and value of every asset and liability, the old inventory book itself having been abolished for financial years opened since 2016 — and its annual accounts: the bilan (balance sheet), the compte de résultat (profit and loss) and the annexe (notes). The accounts must be régulier, sincère and give a faithful image of the company's assets, financial position and result (Art. L 123-14) — a standard with criminal teeth, as the next section shows. A management report accompanies them where required; its content and exemptions have their own guide in this series.

Size calibrates the burden, on thresholds raised for financial years opened since 1 January 2024 (decree 2024-152, aligning French law with the European levels; a threshold is treated as crossed at the close of two consecutive years):

• Micro-enterprises — not exceeding two of: €450,000 balance-sheet total, €900,000 turnover, 10 employees — are dispensed from the annexe entirely (holding companies excepted) (Art. L 123-16-1);
• Small enterprises — two of: €7.5 million balance sheet, €15 million turnover, 50 employees — may present simplified annual accounts, bilan and compte de résultat included (Art. L 123-16, al. 1);
• Medium enterprises — two of: €25 million balance sheet, €50 million turnover, 250 employees — may present a simplified compte de résultat (Art. L 123-16, al. 2);
• Large enterprises — beyond two of the medium thresholds — carry the full presentation.

The same size logic drives the confidential-filing options at the registry — micro companies can keep their accounts confidential, small companies their compte de résultat, medium companies can restrict publication to an abridged presentation — a regime with its own dedicated guide. And two add-ons attach to scale: an SAS heading a group establishes and publishes consolidated accounts and a group management report (Art. L 233-16) unless its subsidiaries are of negligible interest (L 233-17-1) or the group stays under the thresholds for two consecutive years (L 233-17, 2° — 24/48 M€ and 250 employees for years closed through 31 December 2024, 30/60 M€ and 250 from years closed 31 December 2025), the failure to establish them carrying a €9,000 fine (L 247-1) — though no text requires presenting consolidated accounts to the shareholders unless the bylaws say so; and an SAS with at least 300 employees or €18 million net turnover establishes the forward-looking management documents of Art. L 232-2, with its accounts then drawn up within four months of the close (R 232-3), the documents going to the auditor and the CSE rather than to the shareholders.

Drawing up the accounts: the president's task, with criminal edges

The division of labour is strict. The president (or the organ the bylaws charge with it) arrête the accounts — establishes the inventory and the annual accounts at each close, on pain of a €9,000 fine (Arts. L 232-1 and L 242-8, applied through L 244-1) — while the collective of shareholders alone can approve or modify them: neither the president nor any management organ can rule on the accounts they drew up (Art. L 227-9, al. 2). Where the bylaws entrust the arrêté to the president alone, no minutes of that decision are required unless the bylaws provide for them; the auditor's practice is to have the president date and sign the accounts submitted for certification, or to record the arrêté date in a representation letter.

The criminal edge sits on faithfulness: publishing or presenting to the shareholders, in order to conceal the company's true situation, annual accounts that do not give a faithful image of the year's operations, the financial position and the assets is punished by five years' imprisonment and a €375,000 fine (Art. L 242-6, through L 244-1) — a délit confined to the annual accounts, not the consolidated ones (ANSA n° 12-015; Cass. crim. 17 February 2021, n° 20-82068). Between the fine for not establishing accounts and the prison exposure for establishing false ones, the arrêté is the moment in the corporate year where the president's personal exposure is most direct — and where the auditor's involvement, where one exists, is protective rather than adversarial.

Which approval regime governs your SAS?

Pick your configuration — the check shows the rules and deadlines that actually apply.

The approval: a mandatory collective decision, in the SAS's free forms

The examination, approval or modification of the accounts belongs to the collectivity of the shareholders — one of the matters Art. L 227-9, al. 2 reserves to a collective decision, taken in the conditions and deadlines the bylaws provide. The form is free: a general meeting remains the most common, but the bylaws can let the president choose the best-suited mode — informal meeting, written consultation, unanimous instrument, telephone or video conference, electronic vote. Two boundary rules: a crowdfunding-funded SAS must hold a genuine SA-style ordinary meeting (Art. L 227-2-1); and where the bylaws forget to say who convenes, a meeting convened directly by the shareholders themselves has been held valid (CA Paris, 18 June 2008). Whatever the form, the registry file will need the president's proposed allocation of the result and the resolution the shareholders adopted (Art. L 232-23) — so the documentation is not optional even in the most informal mode.

The information side runs on the same logic of freedom framed by substance. No text organises the shareholders' communication right in an SAS — but the minimal information due for an informed vote includes the annual accounts, the agenda, the draft resolutions and, where they exist, the management report, the auditor's reports, the consolidated accounts and group report; practice adds the related-party report and any share-plan reports. The bylaws should organise the mechanics — documents sent or made available, ideally with the convening notice. Where an auditor exists, the accounts and reports are put at their disposal at least one month before the shareholders are convened (R 232-1), the auditor is convoked to the meeting by registered letter at the latest when the shareholders are (D 821-185), and is convoked to the organ arresting the accounts where a collegial one exists (L 821-65). A refusal to approve is a lawful outcome — no reserves are distributed and no dividend paid on unapproved accounts, and the refusal deliberation is itself filed — the annual cycle then resuming with corrected accounts.

The operating calendar: from close to dividend

Because the plural SAS writes its own calendar, the treatise's checklist matters more than any statutory planning. Around a meeting held on day J, the sequence runs:

• In the bylaws' deadlines — notice to the auditor of the related-party agreements concluded during the year; establishment by the president (or the organ charged with the arrêté) of the inventory, the annual accounts and, where required, the management report, consolidated accounts and group report (Art. L 232-1);
• Within four months of the close — the forward-looking management documents, where the 300-employee or €18 million-turnover tests are met (Arts. L 232-2 and R 232-3);
• One month before the convening at the latest — the accounts and reports at the auditor's disposal at the registered office (R 232-1);
• In the bylaws' deadlines (or a reasonable time) — the CSE convened where the company employs at least 50 (C. trav. L 2312-77);
• At the convening at the latest — the auditor convoked by registered letter (D 821-185); the shareholders convened in the bylaws' forms with the documents needed for an informed vote;
• J — the collective decision: approval of the accounts, allocation of the result, and the year's other resolutions;
• J + 1 month (paper) or J + 2 months (electronic) — deposit of the accounts at the registry or via the Guichet unique (Arts. L 232-23 and A 123-61) — the filing mechanics, the confidentiality options and the penalties for lateness each have their own guide;
• Nine months after the close at the latest — payment of the voted dividend (Art. L 232-13).

The reverse arithmetic is the practical lesson: a dividend payable by 30 September (December close) needs a decision early enough to organise payment; the auditor needs the accounts a month before the convening; the arrêté needs the accounting closed before that. Companies that treat « no statutory deadline » as « no deadline » discover in August that the chain no longer fits inside September.

Plan your cycle: enter your close and your meeting date

The planner maps the auditor, filing and dividend deadlines around your dates.

Filing, allocation of the result, and what follows the vote

The filing. Within one month of the approval decision (two months for an electronic deposit through the Guichet unique), the SAS deposits its annual accounts at the commercial-court registry, together with the auditor's reports where one exists, the president's proposed allocation of the result and the resolution adopted (Arts. L 232-23 and A 123-61) — the company's own management report is not part of the deposit (it stays available at the registered office), except for the large SAS subject to sustainability reporting. Where the shareholders refused to approve, a copy of the refusal deliberation is filed instead. The confidentiality options by company size, the Guichet unique's practical mechanics, and the injunction-and-fine machinery for late or missing filings each have a dedicated guide in this series — the point here is only that the clock starts at the approval decision, whatever form it took.

The allocation. The same collective decision that approves the accounts decides the result's allocation: the legal-reserve endowment where required, distributions, reserves, carry-forward. The dividend voted must be paid within nine months of the close (Art. L 232-13) — the rule that anchors the whole calendar — and distributions can only stand on approved accounts showing distributable sums. The allocation questions (distributable profit, interim dividends, the legal reserve's 5 % discipline — one of the reform's nullité-de-plein-droit islands) belong to the distribution guides in this series; the annual decision is where they all surface.

The exposure. Missing the chain has graded consequences: the €9,000 fine for failing to establish the accounts; the injunction and penalty machinery for failing to file them; the impossibility of paying a lawful dividend without an approval; and, at the extreme, the faithful-image délit for accounts dressed to mislead. The annual cycle is unglamorous, but it is also the cheapest compliance in French company law — every sanction in it is avoidable with a calendar and a checklist.

Frequently asked questions about SAS annual 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. Deadlines and thresholds evolve with finance and simplification laws; always verify the current framework and seek qualified advice before organising or repairing an annual-accounts cycle in a French company.