French AGM Minutes — Annual Accounts Approval

Under art. L223-26 of the Code de commerce (for SARLs) and art. L225-100 (for SAs), the AGOA must be held within 6 months of the financial year-end. For a year closing on 31 December 2025, the meeting must take place no later than 30 June 2026. If that deadline cannot be met, the company may apply to the president of the tribunal de commerce (commercial court) for an extension by way of a formal motivated petition (requête motivée).

The procès-verbal (PV — minutes) must record the date and venue, the identity of shareholders present or represented and the quorum, the management report (rapport de gestion), and the annual accounts presented (bilan, compte de résultat, annexe). It must then set out the resolutions voted: approval of the annual accounts, discharge (quitus) granted to the directors, profit allocation (legal reserve, retained earnings, or dividends), and approval of any regulated agreements (conventions réglementées) where applicable. The PV must be signed by the meeting chair and entered in the company's bound and initialled minutes register (registre coté et paraphé des assemblées).

Approved annual accounts must be filed with the greffe du tribunal de commerce within one month of the approval date, or within two months if filed electronically via the guichet électronique (online filing portal), per art. R232-15 of the Code de commerce. The filing package must include the accounts, the rapport de gestion (management report) where applicable, and the profit allocation decision.

A micro-enterprise (not exceeding 2 of 3 thresholds: €450,000 total balance sheet, €900,000 net turnover, 10 employees) may request that none of its accounts be made public. A small enterprise (€7,500,000 balance sheet, €15,000,000 turnover, 50 employees) may request confidentiality for the income statement only. The request is made via a déclaration de confidentialité filed alongside the accounts at the greffe. These thresholds were raised by Décret n°2024-152 of 28 February 2024 and apply to financial years opened on or after 1 January 2024.

Failure to file exposes the company to a fine of €1,500 (€3,000 for repeat offences) under art. R247-3 of the Code de commerce. The president of the tribunal de commerce may also, at the request of any interested party or the public prosecutor, order the company to file under penalty of a daily astreinte (compulsory penalty payment), per art. L232-23. Non-filing also damages the company's commercial credibility.

Yes. Filing with the greffe du tribunal de commerce is subject to a regulated fee of around €45 for a standard filing (the exact amount varies by company type and number of documents). Attaching a déclaration de confidentialité carries a small additional charge. Drafting and signing the procès-verbal internally is free of charge.