Annual general meeting to approve the accounts: procedure and deadlines

Each year, a company's shareholders must approve the prior year's accounts. It is a legal obligation, framed by strict deadlines, and a meeting that decides how profit is allocated: reserves, carry-forward or dividends. In our practice, we regularly see companies postpone this meeting, forget the filing with the registry, or confuse approval of the company's accounts with approval of the works-council accounts. Here is the procedure, step by step.

Quick answer. The annual accounts must be approved by shareholders within six months of the financial year-end (Article L223-26 of the Commercial Code for the SARL, L225-100 for the SA). The documents are sent at least fifteen days before the meeting. After approval and profit allocation, the accounts are filed with the commercial court registry within one month (two months if filed electronically). Micro and small enterprises may request confidentiality of all or part of their accounts.

Management (manager, president, board) prepares the annual accounts — balance sheet, income statement, notes — and, where required, the management report. Small enterprises are exempt from the management report under conditions, but preparing the accounts remains mandatory. Where the company has a statutory auditor, the auditor issues a report on the accounts before the meeting. To distinguish each role, see our comparison of the statutory auditor and the accountant.

The approval meeting must be held within six months of the year-end. For a year ending 31 December, the meeting must therefore take place by 30 June at the latest. This deadline may be extended by court decision, on application to the president of the commercial court.

Shareholders are called according to the rules of the corporate form and the bylaws:

In a SARL, the bylaws may provide for approval by written consultation or unanimous act, including electronically (Article L223-27). In a SAS, the arrangements are largely set by the bylaws (Article L227-9), but annual approval of the accounts by the shareholders remains mandatory.

At least fifteen days before the meeting, management sends shareholders the annual accounts, the management report where required, the text of the proposed resolutions, and, where applicable, the statutory auditor's reports. This communication conditions the validity of the decision: a meeting held without sufficient prior information can be challenged.

The meeting reviews the accounts, hears the reports, then votes the resolutions, mainly: approval of the accounts, discharge of management, profit allocation and, where applicable, dividend distribution. Quorum and majority rules depend on the form and the bylaws.

Profit allocation is decided by the meeting. Where there is a profit, the law first requires an allocation to the legal reserve: 5% of profit, until the reserve reaches 10% of the share capital (Article L232-10 of the Commercial Code). The balance may be put to reserves, carried forward or distributed as dividends. A loss is in principle carried forward.

Decisions are recorded in meeting minutes, signed and kept in the register of meetings. The minutes state the date, attendees, reports heard, resolutions and voting results. They serve as evidence and are required for filing formalities.

After approval, the annual accounts are filed with the commercial court registry within one month of the meeting, extended to two months if filed electronically (Articles L232-21 et seq. of the Commercial Code). The filing comprises the annual accounts and, depending on the case, the proposed and the adopted profit-allocation resolution.

Confidentiality. Micro-enterprises may request that all their accounts not be made public; small enterprises may request confidentiality of their income statement. This option is declared at the time of filing and does not exempt from the duty to file.

Dormant company#

The duty to approve and file the accounts remains, even for a company with no activity: "nil" accounts must be prepared and filed.

First financial year#

The first year may be longer or shorter than a calendar year; the six-month deadline runs from its closing date as set by the bylaws.

Company with a statutory auditor#

Where a statutory auditor is appointed, their report is sent to shareholders and attached to the formalities. In case of difficulty, they may trigger the alert procedure.

Single-member SAS (SASU)#

In a SASU, the accounts are approved by a sole-shareholder decision recorded in the decisions register (Article L227-1 of the Commercial Code, cross-referring to L232-23). The registry-filing deadlines are the same as for other companies.

• The six-month deadline is not indicative. A delay exposes the company to sanctions and weakens the decisions taken (distribution, discharge). If impossible, seek an extension from the court before the deadline.
• Filing is distinct from approval. Approving the accounts does not remove the duty to file them within one month (two months online).
• Do not confuse with the works council. Approval of the company's accounts is distinct from approval of the works-council accounts, which follows its own rules.
• Keep the minutes. Missing minutes complicate later formalities and proof of decisions.

We support directors every year in preparing this meeting. The most frequent error is not forgetting the meeting itself, but late filing of the accounts with the registry after the meeting. The second is a profit allocation decided without regard to the legal reserve or real equity. Preparing the meeting also means making an informed trade-off between strengthening equity and distributing.

Hayot Expertise advice. Plan ahead: set the meeting date as soon as the year ends, prepare the reports and resolutions, and schedule the registry filing right after approval. An internal calendar (year-end, finalising the accounts, notice at D-15, meeting, filing) avoids most delays. Validate the profit allocation with your accountant to balance financial strength and shareholder return.

• Accounts approved within six months of the year-end (L223-26 SARL, L225-100 SA), extendable by court decision.
• Documents sent to shareholders at least fifteen days before the meeting.
• Mandatory legal reserve: 5% of profit up to 10% of capital (L232-10).
• Accounts filed with the registry within one month (two months if filed electronically).
• Micro and small enterprises: confidentiality option at the time of filing.
• The meeting minutes are essential and must be kept.

• Légifrance — Article L223-26 of the Commercial Code (SARL)
• Légifrance — Article L225-100 of the Commercial Code (SA)
• Légifrance — Article L232-10 of the Commercial Code (legal reserve)
• Légifrance — Articles L232-21 et seq. of the Commercial Code (filing of accounts)
• Bpifrance Création — Approval of the accounts