When Depositing the Accounts Approves Them: The Simplified SASU Cycle

One person, one act: when depositing the accounts approves them

A SASU — the single-shareholder form of the SAS — whose sole shareholder is a natural person who also serves as president gets a real simplification of the annual-accounts cycle. Where a plural SAS runs a two-step sequence (the shareholders approve the accounts, then the company deposits them at the registry), the qualifying SASU runs a single act: depositing the annual accounts and the inventory, signed by the president, at the trade and companies register within six months of the year-end close is itself the approval of the accounts (C. com. Art. L 227-1). No separate written decision has to be drawn up for the approval, and the compliance load on the solo founder is lighter. The rule sits in the SASU regime and was aligned on the EURL by the loi Soilihi of 19 July 2019 (loi 2019-744); it applies only where the sole shareholder is an individual and personally holds the presidency — the standard configuration for a French SASU founded by a solo entrepreneur.

This guide covers the simplified procedure for a solo-founder SASU — who qualifies and the three conditions that must converge, how the deposit-as-approval mechanism replaces the formal decision, the documents the SASU still files (the inventory included), the role of the sole shareholder's decisions register, the configurations that fall back to the standard procedure, the deadline and the sanctions that still apply, and the practical annual workflow. It is written for the solo founder — often a foreign entrepreneur choosing the SASU as a first French entity — who wants to run the lighter path correctly. The broader annual-accounts calendar, the confidentiality option, the filing mechanics and the late-filing rules are covered in our companion guides to the annual accounts of a French SAS, keeping SAS accounts confidential, filing at the Guichet unique and late-accounts penalties and clean-up.

The simplification: deposit stands in for the decision

In a plural SAS, two distinct acts occur each year: the shareholders' collective decision approving the accounts, and the deposit of those approved accounts at the registry. In a qualifying SASU, the two collapse into one. Where the sole shareholder is a natural person and personally holds the presidency, the deposit at the register — within six months of the year-end close — of the inventory and the annual accounts, signed by the president, counts as the approval of the accounts (C. com. Art. L 227-1). The deposit is the approval; its date is the approval date.

The logic is structural. In a one-person company, the individual who draws the accounts up as president is the same individual who would approve them as sole shareholder — a formal approval decision would be that person acknowledging their own work, adding paperwork without substance. The loi Soilihi of 19 July 2019 recognised the redundancy and let the deposit carry the approval, mirroring the mechanism long available to the EURL. Two boundaries follow immediately. The simplification does not lengthen anything — the sole shareholder still approves within six months of year-end (C. com. Art. L 227-9), and under the simplified route that six-month clock attaches to the deposit itself, with no separate one-to-two-month filing buffer afterwards. And it is confined to the SASU: a plural SAS, even one where the president holds nearly all the shares, runs the full procedure.

Who qualifies: three conditions that must converge

The simplification applies to a defined sub-set of SASU, and all three of the following must hold at once.

• A single shareholder. The SASU has one shareholder. A SAS with more than one — even 99% / 1% — is not a SASU and cannot use the simplification; the test is binary.
• The sole shareholder is a natural person. Where the sole shareholder is a legal entity — a holding company, a fund, a foreign parent — the simplification does not apply. This is the common configuration for a SASU held as a subsidiary of a foreign group, and it runs the full procedure.
• The sole shareholder is the president. The same individual must personally hold the presidency. Where the sole shareholder has appointed a different person (or an entity) as president — an investor who has brought in a hired manager, say — the two roles are separated and the simplification does not apply.

The three converge in the archetypal solo-founder SASU: one individual owns all the shares and serves as president — the pattern of the solo consultant, freelancer or single-owner operating company. Eligibility is largely self-verifying, since the register (the K-bis) already shows the single-shareholder status and the identity of the president. But it is tested each year and can be lost through a mid-year change — a partial share transfer creating a plural SAS, the appointment of a third-party president separating the roles, or a transfer of the shares to a holding company bringing in the corporate-shareholder exclusion. The conservative reading is that the simplification applies for a year only where the conditions held throughout, including at the year-end close and at the deposit; where any was broken during the year, that year runs the standard procedure. A founder setting up a SASU who wants the simplification from day one should have the bylaws appoint the founder as president expressly. The wider choice between the SAS and the SASU, and between going solo or with partners, is covered in our guide to the SAS or the SASU.

Does the simplified procedure apply to your SASU?

Pick the situation closest to yours — the check shows whether the deposit-as-approval route is open and what it means.

The documents to file — the inventory included

The simplification lightens the decision step, not the document package. The SASU still deposits the full set: the bilan, compte de résultat and annexe, prepared by the expert-comptable and signed by the president, and — specific to this route — the inventory (the year-end statement of assets and liabilities), because the deposit-as-approval mechanism turns on the accounts and the inventory both being deposited, signed by the president (C. com. Art. L 227-1). The inventory is the principal documentary difference from the plural-SAS procedure, where it stays an internal accounting document rather than a filed one.

The rest of the package follows the ordinary rules. A rapport de gestion is required only where the SASU is not a small company — that is, where it exceeds two of a €7.5 million balance-sheet total, €15 million net turnover and 50 employees at the close (C. com. Art. L 232-1, IV, and D 230-1, 2°, on the thresholds raised for financial years opened from 1 January 2024); most solo-founder SASU sit well under these and are exempt. A commissaire aux comptes report goes in only where the SASU has an auditor — uncommon at this size, and the appointment test is set out in our guide to the SAS statutory-auditor thresholds. A déclaration de confidentialité goes in where the SASU shields all or part of its accounts, on the terms in our guide to keeping SAS accounts confidential. And the profit-allocation decision — distribution, reserves, carry-forward — is a decision the sole shareholder still takes and records, even though the approval itself flows from the deposit.

The sole shareholder's decisions register

A SASU keeps a register of the sole shareholder's decisions at the registered office, not minutes of shareholder meetings — there are no meetings, so the single shareholder records dated, signed entries in the register (C. com. Art. L 227-9; the register may be paper or, since the reform, electronic under Art. R 227-1-1). Under the standard procedure — a corporate sole shareholder, or separated shareholder and president — that register carries a formal approval entry each year: the date, the approval of the accounts and the profit allocation, the sole shareholder's signature. Under the simplified procedure, the approval flows from the deposit, so the register need not carry a separate approval entry; it can instead note the deposit — its date, the documents deposited, the registry reference.

Two things still belong in the register even under the simplified route. The profit-allocation decision should be recorded — the amount distributed, the reserve movements, any carry-forward — dated alongside the deposit or as a distinct decision in the same period; the deposit approves the accounts, but the destination of the result is a decision in its own right. And the related-party (conventions réglementées) position should be documented: in a SASU the sole shareholder cannot meaningfully vote to approve their own agreements, so the regime adjusts, and the register records the identification and the sole shareholder's acknowledgment of the relevant agreements rather than an assembly-style approval. Keeping the register current is what makes the simplified route auditable later — on a sale of the SASU, a tax control, or a dispute.

When the standard procedure applies instead

The simplification is the exception; where any condition fails, the full procedure — a formal approval decision, then the deposit — runs. The recurring fallbacks are a corporate sole shareholder (a holding company or foreign parent — the common subsidiary configuration), a separated shareholder and president (an investor with a hired manager), and a mid-year change that breaks a condition before the close or the deposit. A related case is the SAS that becomes a SASU during the year through a buy-out: whether the simplification is available for that year turns on whether the natural-person-sole-shareholder-and-president configuration was in place at the close, and the documentation should show it clearly.

Two further situations narrow the route regardless of the ownership test. Where the SASU has an auditor — mandatory above the thresholds or taken on voluntarily for a bank or investor — the simplification still operates if the ownership conditions are met, with the auditor's report simply going into the deposit. But where the company is in financial distress, some decisions cannot be carried by a deposit: the loss-of-half-capital procedure, for instance, calls for a specific decision on whether to continue the company (C. com. Art. L 225-248, applied to the SAS), which the deposit-as-approval mechanism does not satisfy. In distress and in dissolution the annual cycle continues, but the formal-decision requirements around it re-expand.

Work out your six-month deposit deadline

Enter your financial-year-end date — the calculator returns the six-month deadline by which the deposit must be made to count as approval, and flags where you stand today.

The deadline, and the sanctions for missing it

The simplification does not soften the consequences of a missed deadline — and it removes a cushion. A SASU on the simplified route that misses the six-month deposit is in default of the approval itself, with no separate approval decision to fall back on, and it has had no one-to-two-month filing buffer after approval because the six-month clock ran to the deposit. The primary sanction is the same as for any SAS: an injunction to deposit under a daily penalty (astreinte), ordered by the president of the commercial court on the registrar's information, on an interested party's or the prosecutor's référé, or of the court's own motion (C. com. Arts. L 232-24, L 123-5-1, L 611-2 II) — set out in full in our guide to late-accounts penalties and clean-up. There is no criminal offence for a late deposit as such.

The criminal exposure that does exist sits, as always, on distinct obligations and falls on the president — who, here, is also the sole shareholder. Failing to draw up the inventory and annual accounts is a €9,000 offence (C. com. Arts. L 242-8, L 244-1); presenting unfaithful accounts to conceal the company's position is far heavier (five years and €375,000, Art. L 242-6), and requires intent. Civil exposure — challenges to decisions built on unapproved accounts, personal liability for loss to creditors, and weight toward an interdiction de gérer in any later insolvency — applies as for any SAS. The distinctive feature of the SASU is concentration: one individual carries the drawing-up, the deposit and the consequences, with no co-shareholder or separate officer to share the load — which puts a premium on personal calendar discipline. A missed deadline is still curable by depositing late, which then places the SASU in ordinary late-filing territory rather than in a permanent non-approval position.

The practical annual workflow

For a solo founder, the cycle is a short, well-defined sequence that fits comfortably inside the six months when each step starts on time. Soon after the year-end close, the expert-comptable takes the year's records — bank statements, invoices, payroll — and begins the reconciliation and year-end adjustments. Over the following weeks the accountant prepares the bilan, compte de résultat and annexe together with the inventory the simplified route requires, and where there is an auditor the review runs in parallel. The president then reviews and signs the documents, and records the profit-allocation decision in the decisions register. Finally the deposit goes through the Guichet unique — the president signing through FranceConnect, or the expert-comptable filing under a qualified certificate — with the accounts, inventory, and any rapport de gestion, auditor's report or confidentiality declaration; the portal returns a dated receipt, which is the proof of the approval date and belongs in the company's records. The filing mechanics, the e-signature routes and the foreign-president workaround are covered in our guide to filing at the Guichet unique.

The single failure mode is starting late. A solo founder absorbed in running the business who leaves the expert-comptable engagement until late in the six months compresses the whole chain and risks the deadline. Calendar reminders for each step, and a clear engagement letter fixing the accountant's deliverables, deadlines and whether they execute the filing, are what keep the cycle reliable. Keep the deposit receipt, the filed documents, the inventory and the register entries for at least the ten-year accounting-records retention — they are what a future buyer, a tax auditor or a counterparty will look to.

Frequently asked questions about SASU simplified accounts approval

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. Company-law simplifications, thresholds and procedures evolve; always verify the current framework and seek qualified advice before relying on the SASU's simplified approval route.