Every French company must complete specific formalities each year and at each stage of its life: approval of the accounts, filing with the court registry, keeping statutory registers, declaring beneficial owners and amending its articles. Whitefield provides corporate secretarial services to SAS, SASU, SARL, EURL, holding companies and professional practice companies, so that their managers can focus on running the business.

What are corporate secretarial services?

Corporate secretarial work covers everything that keeps a company's corporate life in order: preparing shareholders' meetings and decisions, drafting minutes and reports, keeping the statutory registers and completing filings with the registry. A company whose records are up to date can evidence its situation at any time to a bank, an investor, a buyer or the authorities.

What are a French company's annual obligations?

  • Approval of the accounts within six months of year-end: in an SARL, the management report, inventory and annual accounts are submitted to the shareholders' meeting within this period, unless extended by court order (Article L. 223-26 of the French Commercial Code). In an SASU, the sole shareholder approves the accounts within the same period (Article L. 227-9); in a multi-shareholder SAS, the articles of association govern the collective decision.
  • Filing the accounts with the registry: the annual accounts and the decision on the allocation of profit are filed within one month of approval, or two months if filed electronically (Articles L. 232-22 for SARL and L. 232-23 for joint-stock companies).
  • Confidentiality of the accounts: depending on their size, companies may request that their accounts, or their income statement, are not made public (Article L. 232-25). We check eligibility and make the request at the time of filing.
  • Related-party agreements: in an SAS, agreements with the president, a director or a shareholder holding more than 10% of the voting rights are the subject of a report to the shareholders (Article L. 227-10).
  • Statutory registers: register of decisions, share transfer register and attendance sheets, kept so that they can be produced at any time.

What happens if deadlines are missed?

If the meeting is not held within the statutory period, the public prosecutor or any interested party may apply to the president of the court in summary proceedings for an order, where appropriate with a daily penalty, requiring the manager to convene it (Article L. 223-26). Likewise, a manager who fails to file the required documents with the trade and companies register may be ordered to do so under penalty (Article L. 123-5-1). Beyond these procedures, incomplete corporate records delay key transactions: fundraising, share sales, bank financing or acquisition due diligence.

Which corporate changes do we handle?

We prepare the decisions and complete the filings through the single electronic business formalities portal for:

  • transfer of the registered office, change of name or corporate purpose;
  • appointment, renewal or removal of managers and directors;
  • capital increases and reductions;
  • transfers of shares and updating of the registers;
  • declaration and updating of beneficial ownership information (Article L. 561-46 of the Monetary and Financial Code);
  • conversion, dissolution and voluntary liquidation of the company.

How does Whitefield organise your corporate secretarial work?

  • Initial review: articles of association, registers and recent filings, with a list of any items to regularise.
  • Annual calendar: deadline reminders, preparation of reports, minutes or decisions, then filing of the accounts.
  • Filings: drafting of deeds, legal notices and follow-up until registration.
  • Engagement: annual support or one-off assistance, under an engagement letter agreed in advance.

This service is part of our corporate law practice. It is designed for newly formed companies (see company formation), holding companies and companies preparing a fundraising or a sale.

Why entrust corporate secretarial work to a lawyer?

A French lawyer is bound by professional secrecy and covered by professional liability insurance. The lawyer can also advise the company when a routine formality raises a substantive issue: approval clause, shareholders' agreement, directors' remuneration or a dispute between shareholders. All our lawyers work in English.

Contact us for a review of your corporate records or to set up annual support.