For a founder based in London, New York, Singapore or another country, the first shareholders’ meeting of a French company often arrives before anyone has travelled to France. The company has just received its Kbis, meaning the official extract from the Trade and Companies Register, and the shareholders now need to approve a bank mandate, confirm an officer, ratify an initial contract, adjust the articles of association or approve another decision reserved to them. A video call appears simple. The legal question is more exact: do the articles of association authorise remote participation, how will a foreign shareholder be represented, and what evidence will prove that the vote was valid?

There is no single answer for every French structure. A société par actions simplifiée (SAS), a société à responsabilité limitée (SARL), a SASU with one shareholder, and a French branch do not follow the same decision-making architecture. The practical answer also depends on whether the first meeting is an ordinary post-incorporation decision or an approval of annual accounts, whether a corporate shareholder is represented by an individual or by a proxy, and whether the electronic record can withstand a later challenge. This guide sets out a cross-border protocol for foreign founders and companies. It focuses on the decision itself, the quorum and voting evidence, the proxy, the electronic signature, and the documents that should be preserved for the French company’s records.

I. Can a French company hold its first shareholders’ meeting remotely?

A. What the articles of an SAS must say

The short answer for a French SAS is generally yes, provided that the articles of association create a lawful decision-making route and that the meeting follows it exactly. The word “generally” matters. A videoconference platform does not, by itself, create a right to participate. The company must identify the decision as one falling within the shareholders’ collective powers, select the procedure authorised by its articles, give the required information to every shareholder, and record enough evidence to establish who took part and how each vote was cast.

Article L227-1 of the French Commercial Code defines the SAS as a company that may be formed by one or more persons whose exposure to losses is limited to their contribution. It also expressly excludes several blocks of the public limited company (société anonyme, or SA) regime, including Articles L225-103 to L225-126. Those excluded provisions contain the statutory framework for SA shareholder meetings. An SAS therefore cannot be treated as an SA with a camera added to the room. Read the current wording of Article L227-1 of the Commercial Code on Légifrance before copying an SA meeting template.

The central provision is Article L227-9. It states: “Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient.” In practical terms, the articles determine which resolutions require collective approval and how that approval must be obtained. The provision also reserves certain decisions, including capital transactions, mergers, dissolution, transformation, appointment of statutory auditors, annual accounts and allocation of profits, to collective action under the conditions set by the articles. The current text is available in Article L227-9 of the Commercial Code.

For the first meeting, review the articles clause by clause. A reliable clause usually answers all of the following questions:

1. Which body calls the shareholders’ decision: the president, another officer, or a person designated by the articles?
2. What notice period and communication channel apply, and when must the agenda and supporting documents be sent?
3. May shareholders participate by videoconference or another telecommunication method?
4. How are participants identified, and what happens if a connection fails before a vote?
5. May a shareholder be represented by a proxy, and does the proxy need to be written, signed, dated or limited to one meeting?
6. How are votes counted where there are preferred shares, multiple voting rights, an abstention, or a conflict of interest?
7. Is a written consultation or a unanimous act available as an alternative to a live meeting?
8. Who signs the procès-verbal, or PV, which is the written record of the resolutions, and where is it kept?

If the articles are silent, ambiguous or internally inconsistent, the safest response is not to assume that the platform’s attendance list cures the defect. Obtain a legal review before sending the notice. The shareholders may need to use another procedure expressly permitted by the articles, sign a unanimous act if available, or hold the meeting in person with a properly executed proxy. A new company should not create a governance practice that contradicts the document on which its incorporation and Kbis rely.

The phrase “first shareholders’ meeting” can also conceal different decisions. Many new SAS companies do not need a meeting merely because they have been incorporated. The president may have power to open the bank account, sign ordinary contracts or manage day-to-day operations. Conversely, the articles may reserve the appointment or removal of an officer, a change of registered office, an approval of a related-party transaction, an amendment to the corporate purpose, or a capital decision to the shareholders. The correct procedure follows the resolution, not the date on which the company was registered.

An SASU, meaning a simplified joint-stock company with a single shareholder, requires a separate analysis. Article L227-1 refers to the single shareholder exercising the powers assigned to the shareholders when the chapter provides for collective action. Article L227-9 provides that, in a company with one shareholder, decisions are recorded in a register and that the sole shareholder cannot delegate certain powers. A video conference with a nominee cannot replace a decision that the sole shareholder must personally take or that the articles require to be recorded. Before arranging a “meeting”, confirm whether the correct document is a sole-shareholder decision, a board or parent-company authorisation, or a collective shareholders’ resolution.

The first meeting may also concern an amendment to the articles. If so, the legal risk is higher because the resolution will later be used to prove the company’s powers to a bank, a contracting party, the registry or a tax authority. Check the text of every amended clause, the version number, the date of effect and the authority of the persons signing. A French company should retain the previous and new versions, the clean comparison, the notice, the attendance evidence and the final PV together.

The rules changed in important ways on 1 October 2025. Current Article 1844-10 of the Civil Code states: “Sauf si la loi en dispose autrement, la violation des statuts ne constitue pas une cause de nullité.” Article L227-20-1 of the Commercial Code now allows the articles of an SAS to provide for the nullity of social decisions taken in breach of rules they establish, with the action governed by Articles 1844-10-1 to 1844-17 of the Civil Code. This does not make procedural drafting optional. It means that the consequence of a defective remote meeting depends on the applicable mandatory rule and on the company’s own articles. See Article 1844-10 of the Civil Code and Article L227-20-1 of the Commercial Code.

The Supreme Court’s case law illustrates why the paperwork matters. In a decision of 15 March 2023, Commercial Chamber, no. 21-18.324, the Cour de cassation judgment published on Légifrance explained the former Article L227-9 framework by referring to a statutory breach “permettant, lorsque cette violation est de nature à influer sur le résultat du processus de décision, à tout intéressé d’en poursuivre l’annulation”. The decision is not a substitute for reading the current legislation, but it demonstrates the point for a foreign founder: a defect that could affect the result is not a harmless formatting issue. A missing shareholder, an unproven proxy, an incorrect majority calculation or an unrecorded interruption can become evidence in a later dispute.

B. What changes for a SARL, a branch or an annual-accounts decision

A SARL follows a more prescriptive statutory framework. Article L223-27 of the Commercial Code begins from the principle that decisions are taken in a meeting, but it allows the articles to provide for written consultation or consent of all shareholders in an act, including electronically, under the time limits and conditions they define. It also addresses correspondence voting and, where the articles and the statutory conditions permit it, participation by a telecommunication method that identifies the shareholder. Read Article L223-27 of the Commercial Code rather than applying an SAS clause automatically.

The SARL rule contains a significant limitation. The remote-participation mechanism does not apply to certain operations referred to in Articles L232-1 and L233-16 when the statutory conditions trigger the exclusion. Approval of annual accounts must therefore be separated from an ordinary first-year governance meeting. Article L223-26 requires the annual accounts, the inventory and the management report to be submitted to the shareholders within six months from the close of the financial year, subject to a court extension. The relevant text is in Article L223-26 of the Commercial Code.

The notice process is also more formal. Article R223-20 provides for a minimum notice period of fifteen days before the meeting and regulates electronic communication in place of postal correspondence when the shareholder has agreed to that channel. It also requires the agenda to be drafted clearly. The current provision can be checked in Article R223-20 of the Commercial Code. For a foreign shareholder, the company should preserve the consent to electronic communication, the address used, the delivery record, the agenda and each attachment. A generic calendar invitation is not a substitute for the statutory notice.

Proxy duration is another practical difference. Article R223-21 states: “Le mandat de représentation d’un associé est donné pour une seule assemblée.” The same provision allows a mandate to cover specified successive meetings with the same agenda. A proxy drafted for incorporation or for the opening of the bank account should not be reused for a later SARL meeting without checking its scope. The official text of Article R223-21 should be included in the review of the file.

For majority calculations, Article L223-29 provides a statutory starting point for ordinary SARL decisions: decisions are adopted by one or more shareholders representing more than half of the shares, subject to the second-vote mechanism and any permitted statutory provision. Article L223-30 contains special rules for amendments to the articles, including a three-quarters threshold for many companies and specific quorum and majority rules for companies formed after the applicable legislative change. The words “quorum” and “majority” must not be used interchangeably. Quorum asks whether enough voting power is represented to deliberate; majority asks whether the resolution has obtained the required votes. Consult Article L223-29 and Article L223-30 for the exact rule applicable to the company’s date and resolution.

A French branch is different again. It has no French shareholders’ meeting because a branch is not a separate French legal person. The foreign parent must make the decision under its own constitutional documents and give the French establishment evidence of the authority to act. The French team may still need a signed parent resolution, a power of attorney, a translation, an apostille or other legalisation, and a filing through the French business-formality system when the decision changes a registered item. Calling that process a “French shareholders’ meeting” can produce the wrong signatory and the wrong record.

This distinction is especially important for a foreign group that owns a French subsidiary through a corporate shareholder. The French subsidiary’s shareholders’ meeting is governed by the French subsidiary’s legal form and articles. The parent’s board resolution is evidence of authority for the person who signs or grants the proxy, but it is not automatically the French meeting’s resolution. Keep the two layers separate: first prove that the parent authorised its representative; then prove that the representative validly participated in the French company’s decision.

For all structures, use the official Service-Public guidance on shareholder decisions as a procedural checklist, while remembering that its page concerns an SA and does not override the SAS or SARL rules. The French acronym “greffe” refers to the court registry that receives or records certain corporate formalities. When a change must be filed, the company will generally use the Guichet unique operated through the official INPI business-formality portal. The updated Kbis, registry receipt or RNE entry, where relevant, should be stored with the PV. RNE means the National Business Register; RCS means the Trade and Companies Register. BODACC, the Bulletin officiel des annonces civiles et commerciales, is the official publication channel for notices that must be published there. These terms matter because foreign founders often receive a registry request without knowing which document proves the underlying decision.

II. How should a foreign founder organize the proxy, quorum and e-signature?

A. How to make remote attendance and the proxy provable

Start with the shareholder register and the articles, not with the video link. Prepare a decision sheet showing each shareholder, the number and class of shares, voting rights, the number of votes represented in person, the number represented by proxy, and the threshold for each resolution. For an SAS, the articles may create different rules for ordinary decisions, amendments, capital transactions or special classes of shares. For a SARL, the statutory provisions and the date of incorporation may change the calculation. If a shareholder is a company, identify the legal entity, its registration number and the individual who has authority to represent it.

Article 1844 of the Civil Code states: “Tout associé a le droit de participer aux décisions collectives.” It also addresses the participation of co-owners, usufruct holders and bare owners in the situations it covers. The right to participate means that a remote protocol should be designed to include every person with the relevant legal capacity. It does not mean that every person must vote in the same way, or that a person without authority can participate merely because the meeting software admits them. See Article 1844 of the Civil Code.

If a shareholder gives a proxy, Article 1984 of the Civil Code defines the mandate or procuration as: “Le mandat ou procuration est un acte par lequel une personne donne à une autre le pouvoir de faire quelque chose pour le mandant et en son nom.” The proxy should name the principal and the proxy holder, identify the company and meeting date, reproduce or attach the agenda, state whether the proxy holder may vote freely or only according to instructions, and specify whether the power covers adjournment or a second meeting. The official text of Article 1984 also requires acceptance by the mandatary for the contract to form.

For an individual foreign shareholder, retain a copy of the passport or national identity document, the signed proxy, the delivery record and any signature certificate. For a corporate shareholder, add the parent company’s certificate of incorporation, current register extract, constitutional provision or board resolution proving the signatory’s authority, and a translation where the French recipient cannot understand the original. The company may need an apostille or legalisation depending on the origin of the document and the recipient’s requirements. Do not assume that a foreign director’s title alone proves authority to grant a proxy. Check the parent company’s law and its own articles.

The attendance protocol should contain more than names on a screen. Before the meeting, send each remote shareholder a unique access method and identify the platform, meeting ID and planned time zone. At the opening, the chair should state the date, place legally designated by the articles, start time, participants, proxies, technical method and identity checks. Each remote participant should confirm their identity and uninterrupted ability to hear and be heard. If the platform permits recording, obtain the necessary consent and comply with data-protection obligations; a recording is additional evidence, not a replacement for the PV.

A foreign founder may be in a different time zone, and the local calendar may contain a public holiday that does not exist in the founder’s country. State the time in Paris and the local time for each principal shareholder in the notice. Keep the email showing the agenda and attachments, the delivery confirmation, and the response confirming attendance. When a shareholder joins through a corporate secretary, outside counsel or group employee, record that person’s capacity and the document authorising them. If the person is only an observer, label them as an observer and do not count them as a shareholder or proxy holder.

The chair should verify quorum before the first resolution and again if a participant leaves. The calculation must state whether a proxy counts as represented under the articles and whether the particular resolution has a special threshold. Do not count an unsigned or expired proxy simply because the proxy holder is visible on screen. Do not count an observer’s vote. If a participant loses audio during a resolution, pause, record the interruption, repeat the resolution and vote only after the participant’s ability to participate is restored. If the interruption affects the result, adjourn or use the fallback method rather than guessing.

The difference between a simple majority and a majority of votes expressed should be written into the decision sheet. An abstention may have a different effect depending on the articles and the resolution. A shareholder with several classes of shares may have voting rights that do not follow the number of shares. A shareholders’ agreement may impose contractual obligations between parties, but it does not necessarily change the company’s statutory voting procedure. The company should calculate the corporate result from the articles and applicable law, then record any separate contractual reservation for the parties concerned.

The French Supreme Court has repeatedly treated participation rights as a real governance issue. In its decision of 9 July 2013, Commercial Chamber, no. 11-27.235, the official judgment on Légifrance dealt with the principle that “Tout associé a le droit de participer aux décisions collectives et de voter”. In a cross-border setting, the lesson is concrete: a notice that reaches only the French contact person, without giving the foreign shareholder a real opportunity to participate or appoint a valid proxy, creates avoidable evidence for a challenge.

The 19 January 2022 decision, Commercial Chamber, no. 19-12.696, available from the Cour de cassation records on Légifrance, is also useful when reviewing an SAS. The court examined the role of the articles in fixing how shareholders take collective decisions. For a new company, this means that a short generic clause can leave a wide operational gap: the company may know that the shareholders must approve a matter but not know how to call them, how to count a remote participant, or how to sign the PV. Complete the gap before the meeting, with a written interpretation agreed by the persons entitled to decide or with amended articles where necessary.

Finally, prepare a fallback before the call starts. The fallback may be a written consultation, a unanimous act, a second meeting under the articles, an adjournment, or a physical meeting with a carefully drafted proxy. It should not be an informal email saying that everyone “agrees”. The email may assist the evidence, but it should be converted into the formal act required by the applicable legal form and articles. If the first meeting is needed to amend the articles, changing the articles after a defective meeting does not automatically cure the earlier defect.

B. How to secure the e-signature, PV and post-meeting file

An electronic signature is not simply an image of a handwritten signature pasted into a PDF. Article 1366 of the Civil Code gives an electronic writing the same evidential force as paper if the person from whom it comes can be identified and the document is created and kept in conditions that preserve its integrity. The official wording begins: “L’écrit électronique a la même force probante que l’écrit sur support papier”. Read Article 1366 of the Civil Code before selecting the signing method.

Article 1367 adds that a signature identifies its author and expresses consent. For an electronic signature, it requires a reliable identification process linked to the document; the reliability is presumed in the circumstances fixed by the implementing rules when the signer’s identity is assured and the document’s integrity is protected. The text states: “La signature nécessaire à la perfection d’un acte juridique identifie son auteur.” The official Article 1367 text should be read with the signature provider’s terms and the company’s articles.

For a first remote meeting, use a signature platform that can produce a completion certificate, a timestamp, an audit trail, the email or telephone identifier used for authentication, the identity-verification steps and the final document hash or integrity data. Preserve the signed PDF and the certificate in their original form. Do not edit the signed document to correct a spelling mistake. If a correction is necessary, issue a new version, identify the correction in the file and have the proper signatories sign the corrected document.

The PV should be prepared before the meeting but completed during or immediately after it. It should identify the company by name, legal form, share capital, registered office and registration number; state the date and meeting method; identify the chair, secretary, shareholders and proxy holders; attach the attendance sheet and proxies; reproduce each resolution; state the voting result and quorum calculation; record any objection, abstention, disconnection or reservation; and identify the final electronic file. The signatory clause should match the articles. If the articles require a particular officer to sign, a signature by outside counsel or a foreign parent director may not be enough.

For a bilingual group, decide which language controls. An English working translation may be convenient for the foreign founder, but the French articles and official filing documents remain the reference for the French company. If the PV is bilingual, state whether both versions are identical and which version prevails in case of discrepancy. A short English explanation can accompany the French corporate document; it should not silently replace the document required by the articles or the registry.

The meeting file should contain, in a stable folder with controlled access:

• the current articles of association and the version used for the meeting;
• the shareholder ledger or equivalent ownership evidence;
• the notice, agenda, delivery proof and supporting documents;
• identification documents and authority evidence for each remote participant;
• every proxy, corporate authorisation, translation and legalisation or apostille;
• the attendance sheet, quorum and majority calculation;
• the final PV, signed PDF and electronic-signature certificate;
• technical incident notes, revised resolutions and any adjournment record; and
• the filing receipt, updated RNE or RCS record, Kbis or BODACC notice when a post-meeting formality was required.

This file is not administrative excess. It is the chain that connects the shareholder’s legal capacity, the authority of the proxy holder, the right to participate, the voting result and the company’s final act. A bank asking for proof of the president’s appointment, a purchaser conducting due diligence, a tax auditor checking a capital transaction or a court examining a challenge may each focus on a different link in that chain.

Current nullity rules make a measured response important. Article 1844-10 provides that the nullity of a social decision may arise from breach of a mandatory company-law provision or a general contractual ground, while a breach of the articles is not, unless the law provides otherwise, automatically a cause of nullity. Article 1844-12-1 adds three conditions for a court to pronounce the nullity of a social decision: the claimant must show a grievance from an infringement of the protected interest, the irregularity must have influenced the decision, and the consequences for the company’s interest must not be excessive in light of the protected interest. These safeguards are set out in Article 1844-12-1 of the Civil Code. They do not justify a weak file; they explain why the company should identify and cure a defect quickly.

For an SAS, Article L227-20-1 is particularly relevant because the articles can provide for nullity of decisions taken in breach of their own rules. A foreign founder should therefore read the dispute clause, remote-participation clause, proxy clause and signature clause together. If the articles make remote attendance conditional on a method that identifies the participant, a platform attendance report without identity verification may not satisfy the company’s own rule. If the articles permit electronic consultation but require unanimity, a majority video vote is the wrong procedure even if every shareholder joined the call.

The Supreme Court decision of 15 November 2024, Assembly Plenary, no. 23-16.670, available in the official Légifrance record, confirms that the freedom given to SAS articles has limits where mandatory company-law rules apply. The case concerned a capital increase and the applicable majority, not a routine remote meeting. Its value here is methodological: do not use the flexibility of the SAS to lower a mandatory threshold or to remove a right protected by law. If the first meeting includes a capital increase, contribution, merger, dissolution, transformation or another reserved transaction, obtain a resolution-specific review rather than relying on the routine governance clause.

After the vote, identify whether a filing is required. A simple internal approval may need only a properly retained PV. An amendment to the articles, a change of president, a change of registered office, a capital transaction or another registered event can require a notice, a supporting document and a submission through the Guichet unique. The company should not send an incomplete scan to the greffe and assume that the receipt proves the underlying vote. Keep the filing package and, once issued, the updated Kbis or RNE/RCS evidence. If the filing office asks for a correction, respond with the same resolution file and preserve the request, response and final acceptance.

The existing annual-accounts procedure for foreign shareholders should be treated as a separate workflow when the first meeting also includes accounts approval. The distinction between a general post-incorporation meeting and an annual-accounts approval is material for timing, documents, remote participation and filing. The company should not combine them merely to avoid a second call if the combined agenda makes one of the procedures defective.

Likewise, the practical identity and signature issues overlap with the remote signing procedure for French company formation documents, but the two moments are legally different. Formation documents prove the creation of the company; the first shareholders’ meeting proves a later corporate decision. Use the same discipline for identification and electronic evidence, but prepare a new authority chain for the new decision.

For a founder considering the wider French incorporation process, the company-formation and corporate-assistance hub is French company formation and corporate assistance. The hub should be read with the company’s own articles, shareholder register and current registry record. General online guidance cannot decide whether a particular proxy, quorum calculation or electronic signature is valid for a specific company.

Conclusion

A French company can often hold its first shareholders’ decision remotely, but the answer is not created by the video platform. For an SAS, Article L227-9 makes the articles of association the starting point: they must identify the collective decisions and the forms and conditions for taking them. For a SARL, statutory rules govern notice, proxy duration, written consultation, remote participation and majority calculations, with special caution for annual accounts. A branch is not a French subsidiary and does not hold a French shareholders’ meeting.

The foreign-founder protocol is therefore straightforward in principle: classify the legal form and resolution, read the current articles, prove the shareholder’s authority, issue a precise proxy if needed, calculate quorum and majority separately, authenticate every remote participant, use a reliable e-signature, and retain a complete PV file. If the meeting has already taken place and a proxy, notice, signature or voting record is missing, preserve every available document and seek a targeted review before filing a correction or using the resolution with a bank, investor or contracting party.

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