The company secretary France does not have, and who fills the gap

This is the page written for founders from London, Hong Kong or Singapore. Everything your company secretary used to do still has to be done. The office does not exist here.

French company law imposes recurring obligations on every company: approving the annual accounts, filing them with the registry of the commercial court, maintaining statutory registers, keeping the beneficial ownership declaration current, and filing every change of director, registered office, capital or corporate purpose. What French law does not do is create an officer responsible for them. There is no company secretary, no statutory appointment, and no register recording who holds that role. The obligations attach to the company and, in practice, to its director, and they are performed by whoever has been engaged to perform them — a separate question from the director's own tax and social position, covered in The foreign founder's personal position alongside the company.

What has to happen every year

The annual accounts are drawn up and approved by the shareholders, within the period set by law, and the decision is recorded in writing even where there is only one shareholder.
The approved accounts are filed with the registry of the commercial court. Filing is a separate act from approval, and it is the one most often missed, because approval feels like the end of the exercise.
The statutory registers are brought up to date: the register of shareholders' decisions or of the sole shareholder's decisions, the register of share transfers, and the individual shareholder accounts.
The beneficial ownership declaration is checked and updated if anything has changed, whether in ownership or in control.

Whenever something changes

A change of director, of registered office, of capital, of corporate name or of purpose is a formality in its own right, filed through the single gateway and published where publication is required. Each one has its own timetable, and each is a modification of the public record on which banks, clients and suppliers rely. A Kbis that does not reflect reality causes real friction: counterparties rely on it, and a discrepancy stops transactions.

What actually happens when nobody does it

The consequences do not arrive as a single penalty, which is what makes them insidious. A company that has not filed accounts can be the object of an injunction to do so, backed by a periodic penalty, and its default is visible to anyone who searches the register. Directors expose themselves to liability, more acutely if the company later fails. Registers that were never maintained become a problem at exactly the moment they matter most, during a due diligence for a sale or a fundraising, when their absence cannot be repaired retroactively and reduces the price or stops the deal.

Assigning the work, since nobody holds it by default

In practice the accountant prepares the accounts and often the approval documentation; a lawyer handles articles, share transfers and the less routine formalities; and the director signs, decides and remains responsible. That distribution works when it has been agreed explicitly, in writing, with each item allocated to someone by name. It fails silently when the founder assumes the accountant is doing everything and the accountant assumes the founder handles corporate matters. The single most useful step a foreign founder can take is to list the obligations and write a name against each one.

Filing periods, penalties and the detailed content of statutory registers are set by French company law and are deliberately not reproduced here in numerical form. This page describes the shape of the obligations so that they can be allocated; it is not a compliance manual and does not replace advice from a French accountant or lawyer, who alone perform these acts. This firm does not practise either profession and does not file on a company's behalf.

Frequently asked questions

Who is responsible for compliance if there is no company secretary?

The company, and in practice its director. French law creates no officer corresponding to a company secretary and no register recording such an appointment, so responsibility does not shift to anyone by operation of law. It shifts only by contract, when you engage an accountant or a lawyer for specified tasks. Anything you have not explicitly assigned remains yours. That is why the useful exercise is to list every recurring obligation and write a name against each one.

My accountant prepares the accounts. Is that enough?

Preparing accounts is one act among several, and the others are frequently left undone. The accounts must also be approved by the shareholders in a written decision, and then filed with the registry of the commercial court, which is a distinct step and the one most often missed because approval feels conclusive. Separately, the statutory registers and the beneficial ownership declaration are usually outside a standard accountancy engagement. Read the engagement letter and check what it actually covers.

What happens if I have never filed my accounts?

The default is visible to anyone consulting the register, and the company can be made subject to an injunction to file, backed by a periodic penalty. Directors expose themselves to liability, which becomes considerably more serious if the company subsequently fails. The heaviest cost usually arrives later and elsewhere: during a due diligence for a sale or a fundraising, unfiled accounts and unmaintained registers cannot be reconstructed convincingly and reduce the price or stop the transaction.

Do the statutory registers really matter for a small company?

They matter at exactly one moment, and it is the moment with the most money attached. Day to day, an unmaintained register of decisions and share transfers causes no visible problem. During a due diligence it is the first thing examined, because it is the evidence of who owns what and of what was validly decided. Registers cannot be created retroactively with any credibility, so a company that has not kept them arrives at its own sale unable to prove its own history.

How is this different from the United Kingdom, Hong Kong or Singapore?

In those systems a company secretary is a recognised role, frequently a statutory appointment, and the person holding it maintains the registers, prepares the resolutions and makes the filings as a matter of routine. The obligations in France are broadly comparable in substance, but the role that discharges them does not exist. Founders arriving from those jurisdictions therefore carry an accurate mental list of what must be done and an inaccurate assumption that someone has been appointed to do it.

ÉTHIQUE ET PATRIMOINE, a French simplified joint-stock company (SAS), registered office at 41 rue Saint-Ferdinand, 75017 Paris, France, Paris Trade Register no. 803 414 796, VAT no. FR 40 803 414 796, registered with ORIAS under number no. 24001817 (www.orias.fr) — Financial investment adviser (CIF) no. 18002418, member of ANACOFI-CIF, a professional association approved by the Autorité des marchés financiers, and Anacofi-Courtage for its brokerage activity. Presence: Paris, Montpellier, Singapore, Hong Kong, Bangkok, Shanghai and Dubai.

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Written by Stéphane Molère, Président d'Éthique et Patrimoine — page last reviewed on 2026-08-30 — rules quoted are those in force at that date.