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- A strategic guide for navigating legal entity compliance in 2025 and beyond
- Remain Legally Compliant in 2025
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The Annual General Meeting (AGM) in France plays a central role in approving financial statements and ensuring corporate compliance. Legal, tax, and compliance professionals managing French entities must carefully observe deadlines, procedures, and shareholder rights to avoid regulatory pitfalls. This article highlights the essentials, from convening requirements to filing obligations and penalties.
When must the AGM take place?
Companies must hold the AGM within six months of the end of the financial year. If more time is needed, a request can be filed with the President of the Commercial Court for a three-month extension, but this must be submitted before the original deadline expires.
What happens if the AGM is not convened on time?
Failure to convene the AGM leads directly to the late filing of financial statements. In such cases, the public prosecutor or any shareholder may petition the court to order managers to convene the meeting, or appoint an agent to do so. Court injunctions and daily penalty orders are possible if filings remain outstanding.
Who can convene the meeting?
The board of directors or management board is primarily responsible. However, the auditor, the supervisory board, or even shareholders holding at least 5% of the capital may also request a meeting. Courts may appoint an agent in cases of urgency.
For SA companies, convening rules are detailed in decrees of the Council of State. For SARLs, partners must receive notice at least 15 days before the meeting, by registered letter or email. Where applicable, the auditor and social and economic committee must also be invited.
How are meetings conducted?
The Articles of Association set rules for chairing and conducting the meeting. The Chairperson often presides, but another shareholder can take over if duly mandated. Attendance may be in person, by proxy, or via videoconference, provided identity checks are possible.
The ordinary general meeting deliberates validly if, on first call, shareholders present or represented hold at least 20% of voting shares. On the second call, no quorum is required. Resolutions pass by a simple majority of votes cast.
What topics are decided?
Mandatory agenda points include approval of accounts, allocation of results, and discharge to managers. Depending on circumstances, shareholders may also appoint or remove managers, set remuneration, approve regulated agreements, or authorise major transactions.
The board of directors or managers may propose dividends, but shareholders decide at the AGM whether to distribute profits, retain them, or allocate them to reserves. Distributions cannot reduce net assets below share capital plus legal reserves. Interim dividends may also be declared based on interim accounts certified by an auditor. Dividends must be paid within nine months of year-end, and unclaimed dividends revert to the state after five years.
What are the filing requirements?
Financial statements must be filed within one month after the AGM (if on paper) or within two months (if filed electronically). Supporting documents include signed minutes, signed accounts, power of attorney, and auditor’s report. Confidentiality is available if the company stays under thresholds for balance sheet, turnover, and employees.
What are the penalties for late filing?
Courts may issue daily fines until compliance. The delay is also reported to the Trade and Companies Register, the Public Prosecutor, and the Prefect. In practice, enforcement often begins with a reminder letter, but legal risks remain.
What’s next?
Managing an Annual General Meeting in France requires strict attention to deadlines, shareholder rights, and filing obligations. For more insights into processes in other jurisdictions, explore our article on How to Handle the Annual General Meeting in Georgia.
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The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.
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