A foreign founder can be appointed president of a French société par actions simplifiée (SAS), including a one-person SASU, without moving to France and without drawing a cash salary from the company. That apparent simplicity can become expensive when the French company pays for a car, housing, meals, private travel, a telephone or another personal benefit. The central question is not only whether money reaches the founder’s bank account. It is whether the company has made a benefit available because of the corporate mandate.
This distinction matters for a founder whose group is incorporated abroad, whose day-to-day work is split between several countries, or whose French subsidiary is still building revenue. A zero-cash payroll can coexist with a social-security base if the company provides private use of an asset. Conversely, a properly documented business expense is not automatically a benefit in kind. The company must classify, value and report each item consistently.
This article explains the French rules for company cars, accommodation, meals, communications equipment and expense reimbursements. It also addresses the cross-border questions that nationality and residence do not answer by themselves: which social-security system applies, whether an A1 certificate or a bilateral agreement matters, and how to avoid confusing the president’s corporate mandate with a separate employment contract. The practical objective is a defensible payroll file for the French company, not a generic promise that a foreign founder is outside URSSAF.
I. What does a foreign founder owe when a French SAS provides personal benefits?
A. Why the president’s mandate and the benefit must be analysed together
A SAS is a French simplified joint-stock company. Its president is the person who represents the company and exercises its executive authority. Article L. 227-6 of the French Commercial Code states that “La société est représentée à l’égard des tiers par un président” and that the president has extensive powers to act for the company within its corporate purpose. The office is therefore a corporate mandate, not automatically an employment contract.
Social-security classification follows a separate rule. Article L. 311-3, 23° of the French Social Security Code expressly includes “Les présidents et dirigeants des sociétés par actions simplifiées” among the people brought into the general social-security system. In practical language, a president who receives remuneration for the mandate is treated as an assimilated employee: the person is attached to the general system, but does not become an employee for every purpose and does not receive unemployment insurance from the mandate alone.
The remuneration does not have to be called a salary. It may consist of cash, a fixed fee, a bonus, a benefit in kind or a benefit in money. A benefit in kind is a good or service made available to the individual, such as a vehicle or accommodation, which saves the individual a personal expense. A benefit in money is a company payment that meets a personal liability, such as a private rent or a personal bill. The label in the board minutes or the accounting ledger does not decide the issue. The reality of the benefit, its private use and the documents supporting it do.
The basic contribution rule is found in Article L. 242-1 of the Social Security Code. The current rule provides that general-system contributions “sont assises sur les revenus d’activité” for the periods to which those revenues relate. Article L. 136-1-1, which governs the contribution sociale généralisée (CSG, the generalised social contribution) and related contributions, covers sums and benefits due “en contrepartie ou à l’occasion d’un travail, d’une activité ou de l’exercice d’un mandat”. Those provisions explain why the analysis cannot stop at “the founder was not paid in cash”.
The same point appears in the official URSSAF guidance on benefits in kind. URSSAF identifies SAS presidents among the people who may receive such benefits and states that a benefit made available to an employee or assimilated employee is subject to contributions. The page covers food, housing, vehicles and information-technology equipment. It also confirms that the employer may request a social-security ruling, known as a rescrit social, when the classification of a proposed arrangement is uncertain.
The practical test can be stated simply:
- Was the item made available because the person holds the mandate or performs work for the company?
- Can the founder use it privately, or does it meet only an identifiable business expense?
- Was the private element valued using the applicable rule and included in payroll and social declarations?
If the answer to the first two questions is yes, the company should treat the private value as a possible remuneration item even if the cash salary is zero. If the item is exclusively professional and the company retains contemporaneous proof, the result may instead be an expense reimbursement outside the remuneration base. The burden of a clean distinction falls in practice on the company’s file: resolutions, policies, invoices, travel evidence, mileage records and payroll must tell the same story.
The president’s nationality changes none of this starting point. A British, American, Canadian, Indian or Emirati founder appointed to a French SAS is not automatically exempt because the founder lives abroad or receives money from a foreign group. Residence, physical work location, an applicable treaty and any certificate showing the applicable social-security legislation must then be reviewed. They refine the result; they do not erase the French corporate mandate or the private benefit.
B. What company cars, housing and other benefits change when the cash salary is zero
A French SAS may decide that its president’s mandate is unpaid. The official Service Public Entreprendre page on SAS taxation confirms that “Les fonctions de président peuvent être gratuites ou rémunérées” and that the remuneration is set freely by the statutes, the shareholders’ decision or another authorised corporate body. That is a valid starting decision, but it is not a licence to provide personal benefits without valuation.
Consider a company car. If the SAS makes a vehicle permanently available and the president can use it privately, the private use is an advantage in kind. A written statement that the president has no salary does not remove that private use. The company must determine the benefit under the applicable actual-cost or flat-rate method, add it to the payroll base and account for the resulting employer and employee contributions. If the vehicle is genuinely restricted to business journeys, the company needs a credible policy, a method for controlling private use and records that explain why the restriction was respected. Commuting, weekend use, family use and personal fuel payments can contradict a paper-only restriction.
The valuation rules changed for vehicles made available from 1 February 2025. Article 3 of the Order of 25 February 2025 on benefits in kind provides that private use of a permanently available vehicle is valued either by actual expenditure or by an annual flat rate. For a vehicle made available from that date, the order provides higher flat-rate percentages than the former scale, with different treatment for an owned vehicle, a leased vehicle and fuel paid by the employer. It also provides a specific reduction for certain electric vehicles. The company should therefore record the vehicle’s date of availability, acquisition or lease cost, insurance, maintenance, fuel policy and private mileage before selecting a method.
A simplified illustration shows the mechanism, not a universal quotation. Assume a vehicle acquired for 40,000 euros is made available from the relevant date, private use is permitted, and the company chooses the 15% flat-rate method without employer-paid fuel. The annual benefit would start at 6,000 euros before the other adjustments required by the order, or 500 euros per month for payroll purposes. That amount is not cash paid to the founder, but it increases the remuneration base. The exact calculation must be checked against the vehicle’s age, fuel, electric status, private-use evidence and the version of the scale applicable to the period.
Housing follows the same logic. If the SAS rents an apartment in Paris or another French city and the founder can use it as a personal home, the arrangement is normally an accommodation benefit or a benefit in money. The company cannot describe a permanent private apartment as a business expense merely because the founder travels to France for board meetings. A room used only during a documented business trip, with dates, purpose and travel records, is different from a lease that gives the founder continuous personal access.
Article 2 of the same order states that the housing benefit is assessed using the cadastral or real rental value, or the applicable flat-rate method. It expressly says that “l’estimation de l’avantage en nature est évaluée soit d’après la valeur locative cadastrale ou réelle”. The company must therefore keep the lease, the landlord invoices, the surface and room count, the period of availability, the founder’s contribution and the proportion reserved for a genuine professional use. Utilities, parking and insurance may create additional private benefits or cash benefits rather than disappearing from the calculation.
Meals and communication equipment require the same classification. Article 1 of the 25 February 2025 order expressly includes workers assimilated under paragraph 23 of Article L. 311-3 and sets a valuation framework for employer-provided food. The official URSSAF guidance also covers telephones, computers and other information-technology tools where private use creates an economy of personal expenditure. A company laptop used for business with incidental private access is not automatically the same as a personal device and subscription paid by the company; the policy and the real use matter.
The following classification helps a foreign group avoid mixing categories:
| Item paid or provided by the SAS | Likely treatment | Evidence to retain |
|---|---|---|
| Vehicle available for private journeys | Benefit in kind, included in payroll and contributions | Vehicle file, policy, mileage, fuel and chosen valuation method |
| Permanent apartment or private rent paid by the SAS | Housing benefit or benefit in money | Lease, period, personal contribution, professional-use allocation and valuation |
| Hotel for a dated business trip | Potential professional expense reimbursement | Travel order, dates, client or board purpose, invoice and payment proof |
| Founder’s personal phone plan | Possible benefit in kind or money | Business policy, private-use treatment and allocation of the bill |
| Dividends paid as shareholder | Capital income, distinct from mandate remuneration | Approved accounts, distribution decision and tax reporting |
The last row must not be used to disguise a benefit. Dividends arise from the founder’s shareholder position and require distributable profits and a valid corporate decision. A car, rent or private bill is linked to the individual’s use, not to the existence of distributable profit. Re-labelling a personal benefit as a dividend does not change the facts. Similarly, a cash transfer by a foreign parent may be a dividend, a loan, a salary, a management fee or a hidden benefit depending on the legal relationship and the services actually provided.
A useful authority on the “zero salary” proposition is the Judgment of the Judicial Court of Poitiers, 18 April 2025, RG No. 23/00448, Portalis No. DB3J-W-B7H-GHAI, Minute No. 25/00170. That first-instance judgment states that a remunerated SAS president is assimilated to an employee, while “celui qui n’est pas rémunéré n’a pas de statut social et n’a pas à s’acquitter de cotisations sociales”. It concerned a president who had received no remuneration for the mandate. It is not a general permission to ignore a private benefit: where the company provides a car or housing, the question is whether that provision itself is remuneration that must be valued.
II. How should a foreign-owned SAS document and secure the arrangement?
A. How to authorise, value and declare benefits without creating a payroll dispute
The safest file starts before the first invoice. The statutes or a shareholders’ decision should identify whether the president’s mandate is unpaid, paid, or paid partly in cash and partly through identified benefits. The decision should state who may approve changes, the effective date, whether a vehicle or accommodation is available, the intended business purpose, and how private use will be valued. Article L. 227-9 of the Commercial Code provides that “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés”. The corporate record should be consistent with the SAS statutes and the company’s accounting treatment.
The decision should not be drafted as a vague promise to “cover all expenses”. That language is hard to reconcile with a later claim that a furnished apartment, a leased car and private fuel were exclusively professional. Separate the categories:
- cash remuneration for the corporate mandate;
- benefits in kind or in money made available for personal use;
- actual professional expenses advanced by the president and reimbursed against documents;
- shareholder distributions, such as dividends, approved under the company-law rules; and
- payments under a genuinely separate employment contract, if the legal conditions are met.
For the payroll, the benefit must be identified in the relevant period rather than accumulated informally for a year-end adjustment. A payroll provider should show the cash gross amount, the benefit value, employee deductions, employer contributions and the net amount actually paid. The company’s monthly déclaration sociale nominative (DSN, the French nominative social declaration) must reflect the data required for the person’s status and pay. Service Public’s guidance on SAS social contributions explains that the employer declares and pays the contributions through the DSN and distinguishes the employer and employee portions. Keep the payroll records in French accounting files even when the group’s internal reporting is in English.
For a vehicle, the file should include the registration or lease contract, invoice, delivery date, employer policy, private-use authorisation, fuel terms, mileage reports and the valuation choice. If the company switches from actual costs to a flat rate, record when and why. A foreign parent’s global mobility policy can be attached, but it should not replace a French analysis of the French company’s liability. If the president contributes to the cost, the payroll should show how that contribution reduces the benefit rather than leaving the adjustment to an unexplained accounting entry.
For housing, retain the lease, the identity of the contracting party, payment records, utilities, the periods occupied, the professional itinerary and any personal contribution. If the apartment is used partly as an office, identify the area and the objective work need. If a company-owned property is available continuously, obtain a valuation method that matches the current rules. URSSAF’s current benefits guidance distinguishes a dwelling put at the employee’s disposal from a rent paid directly for the employee. The distinction affects whether the item is valued as a housing benefit or as a benefit in money.
Expense reimbursements need a separate expense policy. An expense report should state who incurred the expense, date, location, purpose, attendees where relevant, currency conversion, business connection, original invoice and payment method. The founder’s personal card is acceptable only if the file proves the business purpose and the company reimburses the correct amount. An allowance paid every month without reconciliation may look like remuneration, especially where it is unrelated to actual travel. The law makes an important distinction: Article L. 136-1-1 excludes qualifying professional-expense reimbursements from activity income, while its first paragraph covers benefits due in connection with a mandate. The exemption is evidence-dependent, not a blanket exemption for any payment described as “expenses”.
Tax and social treatment must also be reconciled. Article 80 ter of the General Tax Code states that indemnities, reimbursements and flat-rate expense allowances paid to company directors are subject to income tax under the conditions it sets. That tax rule does not itself answer every social-security question. The company should therefore maintain a short memorandum explaining why an item is a genuine professional reimbursement, a taxable benefit, mandate remuneration, a dividend or another legally distinct payment. An English group policy can be used as evidence, but it cannot override French payroll classification.
Benefits also need an exit protocol. When the president resigns, is revoked, or stops working in France, document the return of the vehicle, keys, cards, computer and accommodation. Record the final private-use period and include any final benefit. Article 10 of the 25 February 2025 order states that the order applies to contributions for activity periods from 1 February 2025. A company that continues an old valuation after a regulatory change creates a preventable correction file.
If a benefit was omitted, the right response is a controlled correction: identify the period, recalculate the value, correct the payroll and DSN data, pay the resulting balance and preserve the explanation. Do not create a backdated “no remuneration” resolution after a control has started. If the company is unsure whether a group arrangement is a benefit or a professional expense, it can prepare a written request for URSSAF or seek a social-security ruling before implementation. The question should contain the actual documents and proposed use, not a theoretical description designed to obtain a convenient label.
B. What changes for a non-resident founder, a foreign parent and a separate employment contract
Non-residence is a fact to verify, not a social-security exemption. A founder may live abroad but exercise the French mandate in France, travel frequently, work from the French office, or perform separate duties for a foreign parent. The file should map each activity, employer or company, country, dates, remuneration stream and physical work location. The French SAS should not assume that paying the benefit from an overseas bank account moves the social obligation outside France.
For the European Union, the European Economic Area (EEA) and Switzerland, Regulation (EC) No. 883/2004 coordinates the applicable legislation. Articles 11 and 13 of the regulation are designed to place a person under the legislation of a single state and provide rules for activities in two or more states. The result depends on the person’s activities, residence, employer structure and the relevant facts. An A1 certificate is a portable document used to evidence the applicable legislation in situations covered by the coordination rules; it is not a magic certificate available merely because the founder is foreign or owns a foreign company.
Outside that coordinated area, a bilateral social-security agreement may change the analysis. The agreement must be identified, its personal and territorial scope checked, and any certificate or exemption obtained through the competent institutions. A founder who remains insured abroad may still face French obligations for a French mandate or a French benefit if the treaty does not cover the arrangement. The company should obtain written advice on the specific country instead of relying on the founder’s foreign insurance card.
Payment by a foreign parent is a separate danger point. Suppose a foreign parent pays a monthly “director fee” to the individual while the French SAS provides a car, apartment and management authority. The French company should ask what service the payment compensates, who directs the work, who bears the cost and whether the service duplicates the French mandate. If the payment is really remuneration for the French presidency, it may need to be included in the French social base even if it is booked abroad. If it is a genuine foreign employment or independent service, the company needs contracts, separate deliverables, evidence of the work and a cross-border analysis.
The warning is not theoretical. In Second Civil Chamber, 11 May 2023, appeal No. 21-17.226, the Cour de cassation recalled, in the context of an URSSAF dispute, that SAS presidents and directors “sont affiliés obligatoirement aux assurances sociales du régime général” and required the correct procedural treatment where an arrangement was challenged as an abusive legal structure. The case does not mean that every foreign service agreement is artificial. It does mean that the company should not use a second entity merely to route the same presidential functions away from French contributions.
Article L. 243-7-2 of the Social Security Code allows the collection body to disregard acts constituting an abuse of rights and provides a penalty equal to 20% of the social contributions and charges due. The text targets fictitious acts and arrangements whose only purpose is to avoid or reduce mandatory social contributions. The safe approach is to distinguish the roles before payment starts: the French president’s mandate, the foreign parent’s shareholder relationship, any technical service and any employment relationship should each have a real purpose and coherent evidence.
A foreign founder may also ask whether an employment contract can sit beside the mandate. It can be possible, but only for genuine technical functions that are distinct from the powers of president, with an effective job, separate remuneration and a real relationship of subordination. A founder who controls the company alone cannot manufacture a subordinate employment relationship by signing an English contract. The company must identify who gives instructions, controls hours or deliverables, approves leave, evaluates the work and can exercise disciplinary authority. The mandate’s strategic and representative powers must remain distinct from the technical job.
The official case database contains several useful illustrations. In Court of Appeal of Montpellier, RG No. 23/03691, the decision describes the need for “fonctions techniques distinctes du mandat” and examines the separate evidence for technical services and subordination. In the decision on appeal No. 13-23.574, the Court of Cassation’s official record describes the employment contract as work performed under subordination for remuneration, while the corporate mandate concerns representation, direction and management. These decisions do not create a shortcut; they show why a contract must reflect actual work and actual authority.
If the separate employee is a foreign national, the language rules also matter. Article L. 1221-3 of the Labour Code requires a written employment contract to be drafted in French and provides that, at the foreign employee’s request, a translation in the employee’s language is prepared, with the two texts having equal force in court. The French version should be controlled before signature. This rule applies to an employment contract; it does not convert a corporate mandate into employment.
Finally, keep the company’s public and private records coherent. The RCS is the French register of commerce and companies; a Kbis is the official extract showing the company’s registration and key public information; the INPI is the French National Institute of Industrial Property, which operates the company formalities channel. A Kbis showing a foreign president does not prove either salary or no salary. A foreign parent’s internal chart does not prove French social-security coverage. The decisive evidence is the legal decision, the real use of the asset, the payroll treatment, the cross-border certificate where relevant and the records available at the time.
Before implementation, a foreign-owned SAS should run a short checklist:
- Approve the president’s remuneration and benefits through the competent corporate decision.
- Identify every private benefit, including vehicle, accommodation, meals, telephone, computer and paid personal bills.
- Separate professional expense reimbursements and demand invoices, purpose and payment proof.
- Choose the valuation method and record the effective date, especially for a vehicle made available after 1 February 2025.
- Set up payroll and DSN reporting for the French SAS, with a clear treatment of the benefit and any employee contribution.
- Map the founder’s activities and countries, then obtain an A1 certificate or treaty analysis when the coordination rules may apply.
- Keep foreign-parent contracts and French-mandate documents separate, with deliverables proving any distinct technical service.
- Review the file before a change of vehicle, home, salary, country of work, shareholder structure or president.
Conclusion
A foreign founder can lead a French SAS without a cash salary, but “no salary” is not the same as “no remuneration”. A private company car, permanent housing, personal bills, meals or communication equipment can create benefits in kind or benefits in money. Those benefits may enter the French payroll and social-security base even when the founder lives abroad and the foreign parent funds the business.
The defensible structure is factual and documented: decide the mandate’s remuneration, classify each item, value private use under the current rule, declare the benefit in the relevant period, and preserve evidence for every claimed professional expense. Then analyse residence, cross-border activity, any A1 certificate or treaty, and any separate employment contract. The result should be a file that the SAS, the founder, URSSAF and the tax authorities can read in the same way.
For broader assistance with French company formation and corporate structuring, the documents should be reviewed before the first vehicle lease, housing payment or foreign-parent transfer is made. Early classification is usually less costly than reconstructing payroll after an URSSAF audit.
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