Associated files

Drawing up minutes for a General Meeting

Any decision taken by the General Meeting of a company, or a deliberation of the General Meeting, must be recorded in the minutes. This document therefore corresponds to the specific method of expression for the decisions of the partners or shareholders and provides proof.

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Notice to pay, a credit recovery procedure

The order for payment procedure, through a legal formality and at less cost, allows a creditor of a sum of money to order the debtor to make payment, in a unilateral and rapid manner (on average, in under two months).

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Suspension of payments

Any company, whether a physical person or company, under insolvency, must declare this situation to the court within forty five days following occurrence, unless the company requests, during this period, initiation of conciliation proceedings.

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The minutes of general meetings for approval of the annual accounts of commercial companies

Once a year, the annual accounts for the last financial year, i.e., the balance sheet, the profit and loss statement and the notes, must be approved of the Annual General Meeting. More specifically, in most commercial companies (SA, SAS, SNC, SCS, SA, SARL etc. ), the members of the executive bodies are liable to heavy criminal and civil sanctions for management error, if they breach the obligation to submit annual accounts for approval by the partners or shareholders. For this reason, the members of these executive bodies must demonstrate that they have indeed submitted the company's annual accounts for the preceding financial year for approval by the partners or shareholders, who generally meet in Annual General Meeting, by drawing up minutes of the general meeting. The approval of the annual accounts is therefore strictly regulated. By approving these annual accounts, these partners or shareholders implicitly demonstrate that the documents concerned contain data that has been prepared on a true and sincere basis. They also presume that, as of the closing date of each financial year, these annual accounts reflect a faithful picture of the assets, the financial position and the book profit (or loss) for the companies' business. More generally, the approval of the annual accounts represent the indispensable tool to provide a minimum of information on the main accounting parameters, financial management and operations of commercial companies. They are therefore an essential decision making tool aiding the diverse interests of any interested person (directors; shareholders; investors; government authorities; creditors, such as bankers, suppliers; customers; competitors; commercial courts and potentially other judicial authorities, responsible for preventing and dealing with companies in difficulty) near or far, through access to the company's business data as well as by their financial, accounting and management position. For all these reasons, it is vital that the annual accounts must be approved in strict compliance with the statutory requirements.

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Formation

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Company history

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Legal proceedings

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File : Obligation to file annual accounts

Part 2

Terms and conditions for filing annual accounts

Terms and conditions for filing annual accounts

Annual accounts should be issued to the clerk at the court with competence in line with clearly outlined requirements. Respect thereof by companies is left to the vigilance of several people.

Court holding competence to receive documents

Annual accounts and their related documents should be filed with the Trade and Companies Register (RCS) held by the registry office of the Commercial Court (or, where applicable, the clerk of the magistrate or district court for companies in the Haut-Rhin, Bas-Rhin and Moselle departments) where the company is registered, in other words with the registry office where the company has its registered office.
Where a company has several offices, its annual accounts and the related documents should be filed with the registry office where the company has its registered office only.
In such instance as a group of legally independent companies, each is bound to register annual accounts and related documents with the registry office where the company has its registered office.
For commercial entities having their registered office abroad and having several offices (branches) in France not falling within the remit of the registry office of the same court, these may file their documents with any of the registry offices where they have an office.

 

Issue of documents

Annual accounts and their related documents should be sent to the registry office in a single copy They must be legible and allow for identification of the company. This is why they should indicate the legal form of the company, the company name, the registered office and incorporation number with indication of the city where the registry office is located.

Moreover, documents may be filed in an original version or as a copy. In the latter instance, on the first page of each document, the indication "True and certified copy of the original" should be visible, followed by the signature of the legal representative of the company or any person legally empowered to represent the company.

Especially for annual accounts (balance sheet, profit and loss account and annex), these documents may be sent to the registry office in any of the following formats:

  • with the annual tax bundle: this document includes all tax forms notified by the company and which should be issued to the tax authorities each year so as to determine the total amount of tax and, where applicable, the corporation tax or income tax. The tax bundle includes two series of information: a declaration of profit and loss which varies in line with the tax regime (corporation or income tax); tables justifying the declared profits or loss (primarily concerning the balance sheet, profit and loss account, fixed asset situation, calculation of tax and off-balance sheet commitments such as composition of commercial capital). However, in order for accounts to be filed regularly, companies should ensure they annex the accounting appendix to the tax bundle as this bundle does not automatically include this;
    Good to know: production of the tax bundle (at least in two copies) allows the company to fulfil its tax obligations and declaration of income as well as the obligations for filing annual accounts with the registry office. 
  • or in any other form, provided the annual accounts are precisely as presented (under the terms and conditions for which provision is made by the Commercial Code and General Accounting Plan) for approval, where applicable, by the general meeting or sole member of the company and have not been the object of any abridgement.
    Good to know: insofar as the ordinary general meeting or competent body grants authorisation, the auditor(s) may directly send the registry office their reports and documents annexed therewith, including annual accounts.

Finally, documents may be sent in any of the following manners:
- either in situ, with the registry office, against receipt for filing;
- or by post, by recorded delivery letter with acknowledgement of receipt;
- or electronically on the Infogreffe website (www.i-greffes.fr).

 

Supervision of enforcement of filing accounts

Several people, in various manners and by distinct means, may oversee respect of filing formalities for annual accounts and related documents, namely:

The clerk : if any of these documents are not presented, the clerk shall reject the documents filed. However, inspection shall not concern the content of documents or respect of deadlines for filing by the company, aside for the issue of reminders.

Moreover, in the event of default in filing annual accounts and related documents and following reminders without remedy to the company from the clerk, the latter is bound to notify the presiding judge at the court so as to allow for issue of an order to complete filing.

The presiding judge at the court : where directors of commercial entities have not filed annual accounts and related documents within legally permitted deadlines, the presiding judge at the court, who is notified thereof by the clerk, may at his own initiative, sent an order to perform this formality as soon as possible subject to a penalty (namely with an order to pay the Public Treasury an amount per day of delay).

Auditor (s) :in the event of default in filing annual accounts and related documents by the company as soon as possible and following a reminder by the clerk, the auditor(s) of the company, where applicable, shall have the obligation of indicating this default:
- to the executive body of the company (for instance, the board of directors or management board, director) and to the next general meeting;
- to the Prosecutor of the Republic (and this pursuant to the mission for indicating misdemeanours incumbent upon the auditors).

Any person likely to be interested in the annual accounts and related documents for a company (for instance: creditors, banks, suppliers, clients, administrative bodies) may, where the latter has failed to fulfil its claim to file said accounts and documents, serve summons in summary proceedings so as to obligate the latter subject to a fine by the court:
- either to file annual accounts and related documents;
- or to appoint a representative to undertake this formality.

The Prosecutor of the Republic may, in the same instance of a default by the company as indicated hereinabove, refer the matter to the presiding judge to request the same measures as those indicated hereinabove.

 

Cost of filing accounts

The below prices include fees for the registry office, publication on the BODACC (Official Journal for Civil and Commercial Publications) and the issue of information to the national industrial property institute (INPI).

Filing method by post in person online
Company accounts €46.38 €45.65 €47.98
Company accounts + consolidated accounts €92.76 €91.30 €95.96