Approving within six months

Menuiserie Lacroix SARL closes on 31 December. Its manager, holding the company with his sister, treats the approval meeting as paperwork to be settled once the accountant has finished, often in September. The failure to file that follows carries a criminal fine of 1 500 €. Before you read: what period does he actually have, and from when does it run?

Six months, and three documents

Article L223-26 of the commercial code sets the rule for limited liability companies: the management report, the inventory and the annual accounts drawn up by the managers are submitted for approval to the members meeting in general meeting, within six months from the close of the financial year.

Three documents are covered, not one. The annual accounts come last in the list, after the management report and the inventory: submitting the accounts alone does not satisfy the text.

The starting point is the close of the financial year, not the date the accounts are ready. A year closing on 31 December therefore requires a meeting held by 30 June at the latest, whatever the state of the accounting work.

That is the reversal the manager in the example does not make. The calendar is not built around the accountant's availability: it is the production of the accounts that must be organised to meet a deadline fixed in advance.

Only one way to gain time

The text provides one release valve, and only one: the six-month period applies subject to extension by a court decision. Extension therefore exists, but it goes through a judge.

There is no administrative tolerance, no late-filing notice to lodge, no extra time obtained by asking the registry. Absent a court decision, the six months are firm.

Reading it that way also settles a common misunderstanding about small companies. Nothing in the article scales the period to the size of the business: a two-member company and a large one are held to the same six months from the same starting point.

The text instead organises pressure on managers who do not convene. If the meeting has not been held within that period, the public prosecutor or any interested person may apply to the president of the court for urgent relief.

The application may seek an order requiring the managers, where appropriate under a penalty payment, to convene the meeting, or the appointment of an agent to do so. A manager's inaction therefore does not prevent the meeting: it makes it happen without him.

What the meeting sets in motion

Approval is not an end in itself. It opens the filing period at the registry that the next module sets out, and it is from that sequence that the summer deadline everyone hears about arises.

The public service page sums up the chain for commercial companies: accounts approved within six months of the close, then filed within the month following that approval. Two periods run in sequence; they do not combine at the director's convenience.

A meeting held early therefore opens the filing period early. Delaying the meeting gains nothing: it moves both deadlines together, and brings the second closer to the point at which the fine becomes payable.

The text finally provides for a refusal. If the members do not approve the accounts, the chain does not stop: the next module shows that the refusal itself is filed.

One last point of the article is worth knowing to members. From the communication of the documents, every member may put questions in writing which the manager is required to answer during the meeting.

That right is not decorative: it turns the meeting into a moment of scrutiny rather than a rubber stamp. A manager preparing the session without anticipating those questions loses the one annual occasion on which they are formally put.