A foreign company that owns shares in a French SAS does not lose its voting rights because its registered office is abroad. The practical difficulty is proving, before the meeting opens, that the entity exists, that the person signing the proxy can bind it, and that the proposed representative has authority for the exact resolutions on the agenda. In France, an SAS is a société par actions simplifiée, a simplified joint-stock company whose statutes organise much of its governance. That contractual flexibility is useful for international groups, but it also means that the articles of association, rather than a generic internet form, determine whether a shareholder may attend remotely, vote in writing, appoint a third party or act through a corporate representative. This article explains how to build a defensible voting file, when an apostille or French translation may be required, and what a foreign shareholder can do if the French company refuses to recognise its proxy. For the broader French business-law framework, see our French business law and company services page. The analysis concerns a company holding shares in a French SAS; it does not address an individual’s immigration or residence arrangements, a property acquisition, or French-language company-law drafting as a separate service.
I. How can a foreign corporate shareholder prepare a valid vote in a French SAS?
A. What do the French SAS statutes and the shareholder’s mandate require?
The first question is not whether the shareholder is foreign. It is whether the person who will attend or sign for the shareholder is authorised under two different layers of rules: the French SAS’s governance documents and the foreign shareholder’s own corporate law and constitutional documents.
The French company is an SAS, meaning société par actions simplifiée. Its basic statutory framework is in Article L. 227-1 of the French Commercial Code. The current text permits an SAS to be formed by one or more persons and sets out which rules applying to a société anonyme, or SA, are excluded or retained. This point matters for an international shareholder because a template designed for an SA cannot simply be imported into an SAS. In particular, the current text excludes the range of SA provisions dealing with the detailed organisation of SA general meetings. The SAS therefore requires a close reading of its own statutes.
Article L. 227-5 of the Commercial Code states: “Les statuts fixent les conditions dans lesquelles la société est dirigée.” In English, the statutes set the conditions under which the company is managed. Article L. 227-9 adds that the statutes determine which decisions must be taken collectively by the shareholders and the forms and conditions in which they are taken. The same provision reserves important decisions, including capital transactions, mergers, demergers, dissolution, transformation, auditor appointments, annual accounts and allocation of profits, to collective shareholder action under the statutory conditions.
The official Service Public Entreprendre guidance on an SAS confirms that the shareholders determine the method of decision-making, including a written consultation, a meeting, an act signed by the shareholders, quorum rules and voting majorities. The official page on drafting and registering company statutes also identifies the decision-making procedures, the powers of the officers, the composition of governing bodies and the rights attached to each class of shares as matters that should appear in the statutes. For a foreign corporate shareholder, those clauses are the operating manual.
The file should therefore identify at least six questions before a proxy is signed:
- Is the decision taken at a physical general meeting, by written consultation, by a unanimous act or through a communication system authorised by the statutes?
- Who sends the notice: the president of the SAS, another officer, a committee, or a shareholder acting under a specific clause?
- Does the notice specify a right to appoint a proxy, and may the proxy be any third party, another shareholder, the president or a professional adviser?
- Are there quorum, majority, record date, share-registration or receipt deadlines?
- Do different classes of shares carry different voting rights, including multiple votes or a right to approve a reserved matter?
- What document must be delivered before the meeting so that the company can verify the representative’s identity and authority?
A pacte d’associés, or shareholders’ agreement, may add contractual commitments between some or all shareholders. It can contain information rights, consultation undertakings, reserved matters, voting arrangements, transfer restrictions and dispute procedures. It normally remains confidential and does not replace the statutes when the company itself must determine whether a person can participate in a corporate decision. The foreign shareholder should provide the pact only to the extent it is relevant and legally safe to disclose it. A voting instruction in a pact is not the same as a proxy: the first tells a shareholder how to vote, while the second authorises another person to attend or express that vote on its behalf.
The mandate itself should be drafted as a document for one identified corporate act. Article 1984 of the Civil Code defines a mandate or power of attorney as an act by which one person gives another the power to do something for and in the name of the principal. It also says that the contract is formed by acceptance of the agent. That general rule does not override the SAS statutes, but it explains why a proxy should identify both the principal and the agent and show that the agent accepts the assignment.
For a foreign corporate shareholder, the principal is the foreign legal entity, not automatically its chief executive in a personal capacity. The signature should be made by the person who can bind that entity under its home-country law and constitutional documents. Depending on the jurisdiction and the entity’s rules, this may be a director, two directors acting jointly, a company secretary acting under delegated authority, a managing member, or an authorised signatory. The French SAS should not be asked to infer that authority from an email signature or from a job title translated into English.
The proxy should normally state the foreign company’s full legal name, legal form, registered office, registration number, registry and country, the name and position of its signatory, the number and class of French SAS shares held, the date and place or remote method of the decision, the resolutions covered, and the name and identification details of the proposed representative. If the proxy permits discretion, that should be stated. If it instructs a vote for, against or abstention on each resolution, the instruction should be attached in a clear schedule. A mandate that says only “to represent us in all matters” creates avoidable uncertainty when the meeting concerns a capital increase, removal of an officer, approval of related-party agreements or a change to the statutes.
The difference between management authority and shareholder authority must also be preserved. Article L. 227-6 of the Commercial Code provides that the SAS is represented towards third parties by a president appointed under the statutes, and that the president has extensive powers to act for the company within the corporate purpose. That rule concerns the French company’s external representation. It does not give the French president the right to vote the shares held by a foreign shareholder unless a valid mandate or statutory rule gives that person that role. Conversely, a foreign shareholder’s proxy does not become president of the French SAS merely by attending the meeting.
A corporate shareholder must also distinguish a proxy for one meeting from a delegation of operational powers. A proxy can be limited to attendance, participation in discussion and voting on listed resolutions. A separate delegation may be needed to sign a shareholder agreement, execute a capital subscription, accept a transfer restriction or complete a filing. The safest file makes those limits visible instead of placing every power in a single general document.
The French courts protect the right to participate, but they also enforce the architecture of the SAS. In Cass. com., 9 July 2013, no. 11-27.235, the Court of cassation stated: “tout associé a le droit de participer aux décisions collectives et de voter”. It further held that a statutory clause contrary to that mandatory rule is “réputée non écrite”, meaning treated as unwritten. The case concerned an exclusion decision, not an international proxy, but its reasoning is directly useful: a French SAS cannot use its statutes to erase a shareholder’s mandatory right to participate, while the method used to prove the representative’s authority still has to comply with the company’s valid procedural rules.
The rule on majority must be checked separately. In Cass. ass. plén., 15 November 2024, no. 23-16.670, the Court held that “Une décision collective d’associés ne peut être tenue pour adoptée que si elle rassemble en sa faveur le plus grand nombre de voix.” The decision concerned an SAS and a capital increase. It confirms that contractual freedom does not permit a voting formula that could declare two opposite outcomes valid in the same ballot. A foreign shareholder therefore needs to know not only how to enter the meeting, but also how its votes will be counted.
The same principle appears in Cass. com., 6 May 2014, no. 13-14.960, an SAS case concerning an exclusion clause and the statutory right of an associate to participate and vote. The decision is a warning against relying on a clause that removes participation without a lawful basis. In another SAS dispute, Cass. com., 7 May 2019, no. 17-14.438, the Court examined the interaction between shareholder voting, alleged voting arrangements and an alleged abuse of majority. These decisions do not create a universal proxy form. They show why the shareholder’s status, the exact resolution and the statutory rule must all be documented.
B. Which Kbis, registry, signature, apostille and translation documents should be assembled?
The second layer is evidential. A foreign company should assume that the meeting organiser, the French company’s bank, the greffe or a court may later need to answer four questions: does the shareholder exist, does it own the shares, who could bind it on the relevant date, and did that person authorise the proposed representative?
A Kbis is the official extract for a legal entity registered with the French Registre du commerce et des sociétés, or RCS. The word “greffe” refers here to the registry office and its clerks attached to the relevant commercial court. The INPI explanation of documents proving a company’s existence states that the Kbis is an official document issued by the clerks of the commercial courts and confirms current information in the RCS. A foreign shareholder normally does not have a French Kbis. It should provide the equivalent official extract from its home registry, together with a certificate of incumbency, certificate of good standing or equivalent document if the home system uses one.
The same INPI page explains the attestation of registration in the Registre national des entreprises, or RNE, for French entities. The RNE is the National Register of Enterprises, and INPI is the Institut national de la propriété industrielle, the French body operating the formalities portal and the RNE. The RNE attestation is not a substitute for a foreign registry extract. It is useful for checking the French SAS itself, while the foreign registry certificate proves the existence and current officers of the shareholder.
Do not confuse the Kbis with the SIREN or SIRET number. SIREN is the nine-digit national identification number of an enterprise. SIRET identifies a particular establishment and adds a location number. BODACC means Bulletin officiel des annonces civiles et commerciales, the official bulletin that publishes certain notices concerning businesses, companies and insolvency matters. These identifiers and publications can help verify the French SAS, but they do not by themselves prove that a person signing for a foreign shareholder has current authority. A registry entry that names a director is useful evidence; it may still need to be read with the company’s constitutional rules and any joint-signature requirement.
The minimum corporate-authority package should usually contain:
- a recent official registry extract for the foreign shareholder, showing its legal name, registration number, legal form and registered office;
- the constitutional document or a relevant extract showing who may represent the entity and whether signatures must be joint;
- a board, manager or member resolution approving attendance and the appointment of the proxy, when the home-country rules or the entity’s documents require one;
- the signed proxy, with the meeting date, agenda and resolutions identified;
- a specimen signature or certificate identifying the signatory, where the receiving company reasonably needs it;
- evidence of the foreign shareholder’s ownership of the French SAS shares, such as the share register, transfer instrument, subscription record or prior certified shareholder list; and
- the identity document of the person who will attend, together with acceptance of the mandate where the statutes or meeting organiser request it.
The ownership document matters because a company may refuse a person who has authority from the foreign entity but cannot show that the entity is still the registered shareholder. The French SAS’s register of movements in securities, or registre des mouvements de titres, and its individual shareholder accounts may be more probative than a historic share purchase agreement. If shares are pledged, held through a nominee or subject to usufruct, the file must identify who may vote and on which matters. A foreign investor should not send a proxy before checking whether a recent transfer has been entered in the French company’s records.
Electronic signing can be useful, especially when the shareholder is outside France. Article 1366 of the Civil Code provides that an electronic writing has the same evidential force as a paper writing if the person from whom it comes can be properly identified and the writing is created and kept in conditions capable of ensuring its integrity. Article 1367 says that a signature identifies its author and expresses consent, and sets out the conditions for a reliable electronic signature.
Those provisions support a controlled electronic file; they do not mean that every typed name in an email is an adequate signature. Preserve the signed PDF, the signature certificate, the audit trail, the identity-verification report, the time stamp, the delivery email and the original message headers. If a platform places the signature page in a separate envelope, keep the envelope and the document together. The objective is to allow a judge or meeting chair to connect the signature to the exact proxy and to the person who had authority at that date.
An apostille is not an automatic requirement for every proxy issued by a foreign company. It is a form of authentication used when the receiving authority requires proof of the origin of a public document and the relevant treaty or national rules provide for an apostille. A private proxy may be accepted without one by the French SAS if the statutes and the company’s verification policy permit it. A registry certificate or notarised signature may, however, trigger legalisation or apostille requirements depending on the issuing country, the type of document and the intended recipient. The correct question is therefore not “does every foreign proxy need an apostille?” but “which document does the recipient require to authenticate, for what legal purpose, and under which country rules?”
The French Ministry for Europe and Foreign Affairs guidance on sworn translations explains that a foreign-language act presented for legalisation may need a French translation by an authorised translator, and describes the identification and certification requirements for that translation. The document should be translated from the original or a properly certified copy. Keep the original-language document, the French translation and the translator’s certification together. A translation prepared by an employee may help the meeting chair understand the document, but it should not be described as sworn or certified if it is not.
The tax administration gives a useful official example of this distinction. Its page on foreign-company statutes and French translation states that a free translation of principal information may be accepted in a specific tax-formality context for certain companies from outside the European Union, while a sworn translation may be required in other cases. That guidance does not decide the validity of a shareholder proxy. It does show why a company should not assume that a translation accepted by one French administration will automatically satisfy a private SAS, a commercial court or a notary.
When the foreign shareholder is established in the European Union, the registry document may be available in a multilingual or digitally verifiable format. Outside the European Union, the receiving company may reasonably request a recent original, apostille or legalisation, and a French translation. The request should be answered proportionately. Sending an entire corporate file can disclose confidential information and create inconsistencies between old and new versions. A current extract, the relevant authority clause and the specific board resolution are often more useful than an unindexed archive.
Timing is part of validity. The foreign shareholder should ask for the document requirements as soon as it receives the notice, not on the day of the meeting. The proxy should be delivered through the channel specified in the statutes or notice and before any contractual cut-off. Obtain a written acknowledgement from the French SAS. If the company says that one document is missing, ask it to identify the precise defect and the cure permitted. A refusal based only on the foreign address or the use of English is not the same as a refusal based on an incomplete authority chain.
French terms should be explained in the internal file so that directors and advisers in different countries use the same words. An associé is a shareholder or member of the company. A président is the president of the SAS, not necessarily the chair of the meeting. The greffe is the commercial-court registry office. URSSAF, the French body collecting social-security contributions, is not normally involved in validating a shareholder proxy; an URSSAF demand therefore does not prove or disprove the authority to vote. Likewise, BODACC notices may establish that a company is subject to insolvency proceedings, but they do not replace the proxy or the foreign registry evidence. Accurate terminology reduces the risk that a banking document, a corporate filing and a meeting record describe different people as “representative”.
II. What can a foreign shareholder do if the French SAS rejects its proxy or vote?
A. How should the shareholder preserve its participation and seek an urgent procedural order?
The first response should be procedural and written. A foreign shareholder should not wait until a resolution has been passed and then rely on a general complaint that it was treated unfairly. It should create a short chronology showing the notice, the document request, the documents sent, the acknowledgement, the objection raised by the SAS and the deadline that is approaching.
Send a formal response identifying the shareholder, the number and class of shares, the person appointed as proxy, the legal basis for the signatory’s authority and the exact resolutions covered. Attach the authority chain in an indexed bundle. If a document is being apostilled or translated, state the expected date and ask whether a provisional copy will be accepted subject to delivery of the final document. If the company refuses the proxy, ask it to put the reason in writing and to preserve the refusal with the meeting file.
The shareholder should still attempt to participate. The representative should attend on time, present the proxy and request that the attendance sheet record the shareholder’s identity, shareholding, representative, documents presented and the refusal, if any. If the chair refuses entry or refuses to count the vote, ask for the objection and the response to be recorded in the minutes. Do not sign an attendance sheet in a way that falsely states that the shareholder voted or waived its objection. A written reservation sent immediately after the meeting should identify the resolution, the vote that would have been cast and the potential effect on the result.
The legal position depends on the defect. A refusal because the proxy is unsigned by the proper representative is different from a refusal because the shareholder is foreign. A refusal because the statutes exclude third-party proxies is different from a refusal because the chair prefers an in-person vote. A missing registry extract may be curable; a forged document or an expired officer mandate raises a more serious issue. The court will need to see the exact clause, the precise document and the reason the defect affected participation.
For an SAS carrying on a commercial activity, Article L. 721-3 of the Commercial Code gives the commercial courts jurisdiction over disputes relating to commercial companies. It does not mean that every connected claim belongs to the same procedure. A dispute about the internal validity of a shareholder decision, a request for an urgent preservation measure, a claim against a foreign signatory and a claim concerning a bank account may involve different procedural questions. The registered office, the company’s activity, a contractual arbitration clause and the exact remedy should be checked before filing.
In urgent circumstances, the president of the commercial court may be asked to act in référé, an accelerated interim procedure. Article 872 of the Code of Civil Procedure provides that, in cases of urgency and within the court’s jurisdiction, the president may order measures that face no serious dispute or that are justified by the existence of a dispute. Article 873 allows conservatory or restorative measures, even where there is a serious dispute, to prevent imminent harm or stop a manifestly unlawful disturbance.
The application should be narrow. Possible requests depend on the facts and the wording of the statutes: an order requiring the company to examine the proxy under a defined document list; a direction to preserve the meeting, the attendance record and the voting material; a temporary suspension of a meeting where the refusal would make a mandatory decision impossible; or a measure securing a new consultation under a neutral process. The judge may refuse to decide a contested question of foreign corporate law in an emergency if the issue requires a full evidential debate.
The applicant must connect the procedural defect to a concrete risk. The risk may be a capital increase that will dilute the foreign shareholder, an officer-removal vote that will change access to company information, a resolution needed to avoid a contractual default, or the imminent filing of a decision that was taken without a shareholder who had a protected right to participate. A general statement that the shareholder feels excluded is weaker than a dated notice, a valid proxy, a written refusal and a calculation showing that the vote could change the outcome.
If the dispute concerns proof rather than immediate attendance, Article 145 of the Code of Civil Procedure may provide a route to preserve or establish evidence before a merits action. The current text permits legally admissible investigative measures at the request of any interested person where there is a legitimate reason to preserve or establish facts on which the outcome of a dispute may depend. It also provides territorial options connected with the court that may hear the merits or the place where the measure will be carried out.
Evidence under Article 145 is not a licence to conduct a broad corporate fishing expedition. The request should identify the document, the person likely to hold it and its relevance: the original notice, the delivery logs, the document checklist sent by the company, the refusal email, the attendance sheet, the electronic signature record, the voting platform log or the version of the statutes used by the chair. A request that seeks every email of every director for several years is harder to justify than a targeted request preserving one meeting file.
The French courts distinguish the right to participate from the remedy used to restore it. In Cass. civ. 3, 21 June 2018, no. 17-13.212, a case concerning an SCI, the Court upheld a six-month mandataire ad hoc mission to obtain accounting records, prepare reports and convene a general meeting where an associate had not obtained meetings or documents. The court did not require the same showing as for a full provisional administrator because the mission was limited. The case is not an SAS proxy ruling, but it is a useful procedural comparison: a targeted order to enable a defined corporate act is different from a request to replace the entire management.
A similar caution appears in Cass. com., 20 December 2023, no. 21-18.746, also involving an SCI. The Court stated: “le juge, saisi par un associé d’une demande de désignation d’un mandataire chargé de convoquer une assemblée générale, doit apprécier la conformité de la demande dont il est saisi à l’intérêt social.” An English-speaking founder should understand the practical implication: the request must explain why admitting the vote or convening the meeting serves the company’s interest, not merely the private negotiating position of the shareholder.
Those cases do not mean that an international shareholder must seek a mandataire ad hoc whenever a proxy is questioned. They reinforce a graduated approach. First, cure the document defect and request an acknowledgement. Second, preserve the participation and the record. Third, seek a targeted urgent measure if the meeting or the company’s continuity is at risk. Use a broader judicial appointment only if the company’s organs genuinely cannot carry out an essential function.
The distinction is important because a provisional administrator is an exceptional intervention. In Cass. com., 6 February 2007, no. 05-19.008, the Court stated that “la désignation judiciaire d’un administrateur provisoire est une mesure exceptionnelle qui suppose rapportée la preuve de circonstances rendant impossible le fonctionnement normal de la société et menaçant celle-ci d’un péril imminent”. A disagreement over a foreign proxy, without an inability of the company to function or an imminent peril, should not be presented as a request to displace the president or take over management.
B. When can the shareholder challenge the decision, and what does the current nullity regime change?
If the meeting has gone ahead without counting the foreign shareholder, the next step is to classify the challenge accurately. The pleading may concern a violation of the mandatory right to participate, a failure to follow a statutory or contractual procedure, a defect in the authority of the person who voted, an abuse of majority, a false minute, or a resolution adopted without the required majority. These are not interchangeable grounds.
The current law on corporate nullity must be read carefully. Article 1844-10 of the Civil Code, in force since 1 October 2025, states that a corporate decision may be null only for breach of a mandatory company-law provision, subject to the statutory exceptions, or for a general contractual ground of nullity. It adds: “Sauf si la loi en dispose autrement, la violation des statuts ne constitue pas une cause de nullité.” In plain English, a simple breach of a procedural clause in the statutes is not automatically enough to annul the decision under the current regime. The applicant must identify the mandatory rule, a contractual nullity ground, a special statutory sanction or another legally recognised basis.
This change prevents an outdated argument from being copied into a current claim. A foreign shareholder should not write that every failure to follow a notice period, proxy format or internal meeting step automatically voids the resolution. It should explain whether the defect also violated the mandatory right in Article 1844 of the Civil Code, which states that every associate has the right to participate in collective decisions, or whether the statutes contain a specific nullity clause or the defect falls within another legally defined sanction.
The 2013 SAS ruling remains important on the mandatory participation principle. In Cass. com., 9 July 2013, no. 11-27.235, the Court annulled an exclusion decision based on a statutory clause contrary to the associate’s right to participate and vote. The reasoning does not turn every proxy disagreement into a nullity. It does show that a company cannot neutralise a shareholder’s participation by relying on a clause that conflicts with a mandatory legal rule.
The 2024 plenary decision adds a separate ground of challenge. In Cass. ass. plén., 15 November 2024, no. 23-16.670, the Court annulled an SAS capital-increase resolution adopted with fewer votes in favour than against, despite a statutory threshold that would have accepted it. The exact rule was that an SAS collective decision must gather at least the majority of votes expressed. If the foreign shareholder’s excluded vote changes the majority calculation, the pleading should show the votes with and without that shareholder and identify the legal rule that governs the resolution.
Other defects require a more cautious analysis. Cass. com., 22 November 2016, no. 15-14.911, arose from an SAS dispute concerning the chairing of a meeting, the circulation of reports and the removal of a president. The official decision record illustrates that the court examined the precise statutory wording, the way the meeting was convened and the circumstances in which the officer could present observations. A foreign shareholder should therefore identify the exact harm caused by the refusal: inability to attend, inability to vote, inability to receive the agenda or inability to challenge the material presented.
As a comparative warning, Cass. com., 29 May 2024, no. 21-21.559 concerned a SARL, or société à responsabilité limitée, and not an SAS. The Court held, under the SARL provision applicable in that case, that an irregular failure to convene an associate does not lead to nullity unless it deprived the associate of the right to participate and could influence the decision process. The decision cannot be mechanically transplanted into an SAS, especially after the 2025 reform, but it offers a useful litigation question: was the foreign shareholder actually prevented from participating, and could its vote have affected the result?
A claim based on majority abuse is also fact-sensitive. The foreign shareholder must show more than an unfavourable vote. The evidence should identify a decision contrary to the corporate interest, a personal advantage sought by the majority and a rupture of equality between shareholders. Article 1833 of the Civil Code states that a company must have a lawful purpose and be formed in the common interest of its associates, and that it is managed in its corporate interest while taking account of the social and environmental issues of its activity. A proxy refusal can become part of an abuse case if it is used to manufacture a vote, dilute a shareholder or transfer value, but the pleading still needs the full factual chain.
If the shareholder agreement contains a clear undertaking to recognise a proxy, share information or convene a consultation, contract law may offer an additional route. Article 1103 of the Civil Code provides that legally formed contracts have the force of law for the parties. Article 1104 requires contracts to be negotiated, formed and performed in good faith. These provisions do not allow a pact to override a mandatory company-law rule, and a pact signed by only some shareholders may not bind the SAS as a non-party. They can nevertheless support an injunction, damages claim or argument that a party acted inconsistently with a negotiated governance commitment.
The claim must name the correct parties and ask for an executable remedy. If the company’s decision is challenged, the French SAS will normally need to be a party because the decision belongs to the company. If the dispute concerns a signatory’s authority, the foreign shareholder may need to produce its own corporate documents and explain the applicable foreign law. If the request concerns a new meeting, the proposed agenda, notice route, proxy verification process and deadline should appear in the order sought. A court cannot easily enforce a conclusion that says only “allow the shareholder to vote”; it can more readily enforce a defined process with a list of documents and a date.
The corporate consequences should also be separated from tax and social formalities. A change to the president, a capital increase or a transfer of shares may require a filing through the French Guichet unique operated by INPI and may affect the RCS, the RNE or a BODACC notice. A shareholding dispute does not by itself change the company’s VAT number, corporate tax account or URSSAF registration. If the resolution affects a transaction, the relevant tax and filing consequences should be checked with the appropriate administration. The official tax guidance on VAT registration for foreign businesses is useful for that separate question, but it is not evidence of voting authority.
A foreign shareholder should preserve a complete litigation bundle in two languages where necessary. The bundle should contain the current statutes, every amendment, the relevant shareholder agreement, the foreign registry certificate, the authority resolution, the proxy, the translation and authentication records, the French SAS notice, delivery evidence, the refusal, the attendance sheet, the minutes, the voting results and a calculation of the effect of the vote. Keep metadata and original emails. A translated copy should be clearly marked as a translation, and the original should remain available so that the court can resolve any difference in wording.
Do not alter the French company’s register or publish a corporate notice unilaterally merely because the proxy was refused. Do not sign minutes that omit the reservation. Do not represent to the greffe that a resolution was validly adopted when the voting record is disputed. If a bank, customer or administration asks who can act for the SAS, provide the current Kbis or RNE information and the formal corporate decision, subject to the legal effect of any challenge. A unilateral reaction can create a second dispute about apparent authority and harm the company that the shareholder is trying to protect.
The strongest case is usually narrower than the most aggressive case. If the only defect is that the French company wants a recent foreign registry extract and a French translation, cure those items. If the defect is a refusal to recognise a shareholder who has supplied a complete authority chain, preserve the refusal and seek a focused remedy. If the meeting has already produced a dilution or officer change, calculate the votes and identify the current nullity basis. If the company cannot function at all, the evidence may justify a broader judicial intervention, but that is a different factual threshold.
For that reason, the foreign shareholder should prepare a decision tree rather than a single template. A valid proxy and complete authority chain support ordinary participation. A document dispute supports a cure request and evidence preservation. A threatened exclusion from a decisive meeting may support an urgent commercial-court application. A completed decision may support a merits action for nullity, enforcement, damages or abuse, depending on the rule breached and the current law. The nationality of the shareholder is relevant to the evidence and translation work; it is not, by itself, a reason to disregard the shareholder’s voting rights.
Conclusion
A foreign corporate shareholder can vote in a French SAS, but the vote should be prepared as a chain of authority rather than as a single scanned signature. Start with the current statutes and identify the decision method, notice route, proxy rules, quorum, majority, share class and deadlines. Then prove the foreign shareholder’s existence, ownership and signatory authority. Use an official foreign registry extract, the relevant constitutional clause, a board or manager resolution where required, a meeting-specific proxy and a clear identity record for the representative.
An apostille is not automatically required for every proxy. It may be needed for a public or notarised document where the recipient or applicable international rules require authentication. A French translation may also be required, particularly for documents presented to a court, notary or administration. Confirm the requirement with the recipient and preserve the original, translation and authentication record together. Electronic signatures can be evidentially effective when the signer is identified and the document’s integrity is preserved.
If the proxy is refused, respond in writing, ask for the exact defect, deliver the cure where possible and attend the meeting with a documented reservation. Preserve the refusal, attendance sheet, minutes and vote calculation. The current nullity regime, in force since 1 October 2025, means that a mere breach of a statutory procedure is not automatically enough. The claim should identify a mandatory company-law rule, a contractual ground, a specific statutory sanction or another recognised legal basis. The French courts protect participation and voting rights, but they expect the requested remedy to be proportionate, fact-based and capable of execution.
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