Delay in presenting the financial statements of a société à responsabilité limitée (SARL) and derivative action

Written by Ghislain de Foucher and Chloé Méléard

Published in Dalloz Actualité

The French Supreme Court has clarified two points: with respect to Article L. 241-5 of the French Commercial Code, in the version effective since March 2012, the mere delay in submitting accounting documents to the shareholders’ meeting or the sole shareholder of an SARL (a form of private limited liability company) does not constitute a criminal offence; in the case of an action brought by the shareholders on behalf of the company against the management (derivative action), in which it is mandatory that the company be duly represented in the proceedings by one of its legal representatives, neither the notice of summons served on the company’s director as the accused, nor the notification of the written pleadings on the company’s behalf, is sufficient to consider that the company has duly been made a party to the proceedings by notice being served on one of its legal representatives. Read more