When a foreign shareholder is locked out of a French SAS, the practical problem is often not a disagreement about the merits of a resolution. It is the refusal to start the decision-making process at all. The president does not send a notice, does not circulate the accounts, or simply stops answering while a deadline, a financing round, a change of management, or a threatened loss of control approaches. The shareholder then asks a precise question: can a French court force the meeting to take place?

The answer depends first on the articles of association. A SAS, meaning a société par actions simplifiée or simplified joint-stock company, is deliberately organised around contractual rules. A multi-member SAS does not automatically follow every six-month annual-meeting rule applicable to a société anonyme (SA), and a foreign shareholder does not receive an automatic power to convene a meeting merely because the president is silent. The shareholder must identify the decision required, the person who must convene it, the notice mechanism, and the evidence of refusal.

This article focuses on a foreign shareholder of a multi-member French SAS. It explains how to read the articles, document a blocked decision, request a proportionate judicial order, and protect the company’s accounting, tax and registration position while the dispute is pending. The court remedy may be a narrowly defined mandataire ad hoc, meaning a court-appointed special representative, rather than an administrator who takes over the whole company. The distinction is important for speed, cost and credibility.

For the wider framework of establishing and operating a company in France, see our French corporate law and company formation guide.

I. Can a foreign shareholder require a French SAS meeting when the president refuses?

A. What the French SAS articles—not a generic five-percent rule—actually require

The starting point is the constitution of the company, not the nationality or residence of the shareholder. The third paragraph of Article L. 227-1 of the French Commercial Code excludes a large part of the statutory regime applicable to sociétés anonymes from the SAS framework. That is why an online statement written for an SA can give the wrong answer for a SAS. The SAS has a president, but it does not have the same mandatory corporate architecture as an SA.

The governing principle is contractual freedom within the limits of mandatory law. Article L. 227-5 of the Commercial Code says: « Les statuts fixent les conditions dans lesquelles la société est dirigée. » In English, the articles set the conditions under which the company is managed. Those articles should therefore be read as an operating manual. They may state that the president convenes collective decisions; they may give a similar power to a statutory body, a supervising committee, a commissaire aux comptes (statutory auditor), or a shareholder meeting under defined conditions. They may also create a written-consultation process instead of a physical gathering.

Article L. 227-9 is equally central. Its first sentence provides: « Les statuts déterminent les décisions qui doivent être prises collectivement par les associés dans les formes et conditions qu’ils prévoient. » The articles determine which decisions must be taken collectively by the shareholders, and the form and conditions of that decision. “Meeting” can therefore mean a meeting at the registered office, a video conference, a written consultation, an electronic vote, or another form expressly organised by the articles. The legal objective is a valid collective decision, not a ceremonial gathering.

For a foreign investor, four questions should be answered before sending any demand:

• Which decision is blocked: approval of accounts, appointment or removal of a president, authorisation of a reserved transaction, capital increase, amendment of the articles, or another matter?
• Do the articles require a shareholders’ meeting, or do they authorise written or electronic consultation?
• Who has the power to convene the decision, and what happens if that person refuses or cannot act?
• What notice period, agenda wording, quorum, majority, proxy rules and record-keeping formalities apply?

The answer is not supplied by a generic “minority shareholder” percentage. There is no universal five-percent gateway that allows every shareholder of every SAS to call a meeting. A five-percent mechanism may appear in an article, a shareholders’ agreement, a special class-rights provision, or the statutory law of another corporate form. It must not be imported into a SAS without checking the document that creates it. The relevant threshold may instead be a percentage of voting rights, a request by one or more named shareholders, a committee decision, or no threshold at all for a specified resolution.

This point also matters for annual accounts. The six-month approval rule in Article L. 225-100 of the Commercial Code is written for sociétés anonymes. It is not a safe default for a multi-member SAS because of the exclusion in Article L. 227-1. The Cour de cassation made that distinction explicit in its recent judgment of 7 January 2026, no. 24-83.864. Its published summary states that failure to respect the SA six-month approval period cannot, by itself, establish the offence of failure to establish a SAS’s annual accounts, because application of that provision is expressly excluded for SAS. The judgment adds two qualifications: the answer changes for a SASU, meaning a one-person SAS, and it may change where the SAS articles set an approval period.

That decision is not a licence to postpone everything. A multi-member SAS must still prepare reliable accounts, submit tax returns, preserve accounting records, and comply with any deadline in its articles or another applicable rule. It does mean that the applicant must identify the actual source of the alleged meeting obligation instead of presenting the SA six-month rule as if it automatically governed the SAS.

The president’s external role should also be kept separate from the internal decision process. Under Article L. 227-6 of the Commercial Code, « La société est représentée à l’égard des tiers par un président ». That rule explains why the president normally signs contracts, represents the company before third parties and appears in registration records. It does not answer every internal question about who must convene shareholders. A president may have broad external powers and still be bound internally by the articles, an approved shareholders’ agreement, or a collective decision.

The distinction is useful when a president responds: “I am the legal representative, so no shareholder can require a vote.” That answer confuses representation of the company toward third parties with the procedure for decisions reserved to shareholders. Conversely, the shareholder cannot reply: “I own shares, so I can send my own notice and treat the meeting as valid.” The notice and voting process must come from the articles or a court order. A self-organised meeting can create a second dispute about quorum, notice, agenda, representation and the validity of its minutes.

The court’s approach is therefore functional. If the articles create a collective decision, a shareholder who has a right to participate must be able to exercise that right through the prescribed procedure. If the president’s refusal makes that procedure impossible, a judicial application may be justified. If another convening route remains available, using it is usually faster and makes a later application stronger. The demand should ask for the minimum intervention needed to restore a valid decision, not for a complete judicial rewrite of the company’s governance.

B. What a foreign shareholder must prove before asking the court to act

The statutory right to participate is real but does not, on its own, prove the right to convene. Article 1844 of the Civil Code states: « Tout associé a le droit de participer aux décisions collectives. » A foreign shareholder can rely on that principle, but the court will still need to see evidence that the applicant is an associate of this company, that the proposed decision is collective, and that the normal route has been blocked.

The first document is the complete, current version of the articles, including amendments and any annexes that contain special rights. A short Kbis extract is not a substitute. Kbis is the traditional official extract issued through the commercial and companies register; it generally identifies the company, registered office, legal form and current management, but it does not reproduce all shareholder agreements or every procedural rule. The applicant should compare the articles with the latest extract and with the share register or account records proving the number and class of shares held.

The second document is proof of the shareholder’s status. For an individual, this may be the subscription agreement, transfer instrument, share-account statement, or a certified extract from the company’s share register. For a foreign company, prepare the foreign registry extract, constitutional documents, certificate of incumbency or equivalent evidence of current authority, the chain showing how the company holds the French shares, and the corporate resolution authorising the claim. If a representative will sign or attend, include the power of attorney and evidence that the signatory can grant it.

The French filing system does not make foreign evidence irrelevant. Article R. 123-54 of the Commercial Code, in its current version, requires corporate information about presidents, directors and persons who can habitually manage or bind the company. Where those persons are legal entities, the rule refers to their name, legal form, registered office and, depending on their origin, registry details or the identity and address of the persons able to manage or bind them. The provision expressly begins its third paragraph with: « Lorsque les personnes mentionnées aux 1° et 2° ci-dessus sont des personnes morales ». That is why a foreign corporate shareholder should anticipate questions about authority, identity and the chain of representation.

Documents from outside France may require an apostille, legalisation, certified translation or a translator accepted for French proceedings. The requirement varies with the country and the document. A court does not need a disorganised bundle of scans in several languages. It needs a clear exhibit schedule, a readable French translation where required, and an explanation of what each document proves. If the shareholder is represented by a French lawyer, send the originals or reliable certified copies early enough to check formal requirements.

The third document is the articles-based request to the president. It should identify the company, the applicant’s shareholding, the exact decision required, the proposed agenda, the preferred date or time window, the permitted method of attendance, and the documents that must be circulated. It should quote the relevant articles and ask for a written answer by a precise date. Use channels that produce a reliable record: registered letter with acknowledgment of receipt, bailiff service where appropriate, and email to known corporate addresses. Keep delivery records, server confirmations, replies, automatic messages and evidence that the registered office or appointed representative received the demand.

The fourth document is evidence of the refusal or practical impossibility. Silence can be harder to prove than an explicit refusal. A chronology should record the initial request, reminders, missed deadlines, unanswered calls, returned mail, blocked access to the accounting portal, refusal to disclose the share register, and any statement that the president will not convene a decision. If the president says that a meeting is unnecessary, preserve the message and compare it with the articles. If the president proposes a different procedure, test that proposal against the articles rather than treating every disagreement as obstruction.

The applicant should then show that the agenda is lawful and useful. Courts are more receptive to an application that asks shareholders to decide a defined corporate issue than to a request designed to embarrass or punish the president. The proposed resolutions should be neutral, intelligible and complete. If the issue is the appointment of a new president, attach the candidate’s acceptance and the information required for the company’s post-decision filing. If the issue is approval of accounts, identify the relevant financial year and attach the available accounts or explain why the president’s refusal has prevented them from being finalised.

Remote attendance can solve a genuine cross-border difficulty, but it does not cure defective governance. Check whether the articles permit videoconference, electronic signatures, electronic voting or proxy representation. Confirm the identification process, time zone, notice email, voting record, recording policy and method of signing the minutes. A shareholder based in the United States, the United Kingdom, Singapore or the Middle East does not lose the right to participate because travel to France is inconvenient. At the same time, a court order should not assume that any platform or e-signature is valid without checking the articles and the applicable evidence rules.

Registration terminology should also be kept accurate. The RNE is the Registre national des entreprises, the national business register operated through the INPI, the Institut national de la propriété industrielle. The RCS is the Registre du commerce et des sociétés, the commercial and companies register whose information is reflected in the company’s registration record. The greffe is the clerk’s office of the relevant court. The BODACC, or Bulletin officiel des annonces civiles et commerciales, publishes certain legal notices; it is not a replacement for the articles, the share register or the Kbis. The INPI’s explanation of the Guichet unique and RNE confirms that the one-stop portal centralises formalities and that the RNE is fed by company declarations and their validation.

The official Service-Public guidance on company formalities also confirms that annual accounts may be filed through the Guichet unique and, where applicable, with the greffe of the court at the company’s registered office. That administrative route does not replace the shareholders’ decision required by the articles, but it helps the foreign shareholder identify the next filing step after a valid meeting.

Finally, preserve evidence of operational risk. The court should understand why a decision cannot wait indefinitely: a bank mandate is expiring, a financing condition requires shareholder approval, a statutory officer’s term has ended, the company cannot sign payroll or tax documents, a major contract requires authorisation, or accounts cannot be approved and filed because the president will not initiate the process. Evidence should be concrete: bank letters, financing term sheets, payroll notices, tax correspondence, accounting emails, contract deadlines and board or shareholder communications. General anxiety about a difficult relationship is less persuasive than a documented blockage tied to the company’s interest.

II. What court remedy can unblock the French SAS, and how should it be prepared?

A. Mandataire ad hoc, référé or ordinary proceedings: choosing a proportionate order

Once the articles, shareholding and refusal are documented, the next question is the form of relief. The applicant may have an internal route, an urgent application, a contradictory application on the merits, or a request for a court-appointed mandataire ad hoc. The right choice depends on the articles and the risk. The word “force” should not lead to an unnecessarily broad claim. The purpose is to obtain a valid collective decision while keeping the company’s normal organs in place.

First, use any alternative convening mechanism in the articles. If the articles permit the commissaire aux comptes to call the meeting, or allow a defined group of shareholders to request consultation, follow that mechanism exactly. If a supervisory committee or a director general has a role, include that body. If the articles authorise a written consultation, send the prescribed documents and voting instructions. A president’s refusal to use one route does not necessarily make every route unavailable. It may be possible to move forward with the alternate mechanism and reserve the court application for a dispute about access, notice or the validity of the resulting decision.

Second, make a formal final demand. It should not merely say “call a meeting immediately.” It should attach a draft notice, proposed agenda, draft resolutions, attendance method and proposed dates. This gives the president an easy way to comply and gives the court a clean record of what was refused. If there is a genuine defect in the proposed agenda, the president’s correction may resolve the dispute. If the president refuses despite a compliant proposal, the refusal becomes much easier to establish.

Third, consider a mandataire ad hoc. In this context, the term describes a person appointed by the court for a defined, temporary mission, such as convening a shareholders’ meeting, sending notices, receiving proxies, supervising the vote and preparing minutes. The order should not ask the appointee to manage the business, sign all contracts, dismiss employees or take control of bank accounts unless a separate legal basis and an exceptional factual need exist. A narrow mission is easier to defend and less disruptive for the company.

The Cour de cassation judgment of 25 March 2014, no. 13-16.089 is useful for two reasons. The underlying case involved a refusal to convene an assembly and an order appointing an ad hoc officer to convene it. The decision also warns that an order made without hearing the other side must meet a separate procedural requirement. The court stated: « les mesures urgentes ne peuvent être ordonnées […] que lorsque les circonstances exigent qu’elles ne le soient pas contradictoirement ». In other words, a refusal to convene a meeting may support an ad hoc appointment, but it does not automatically justify a secret, one-sided application. If there is no need for surprise, the applicant should consider a procedure in which the company and the president can respond.

This distinction matters in a cross-border dispute. A foreign shareholder may fear that notice to the French registered office will be ignored, or that records will disappear before a hearing. That concern should be supported with facts, not assumptions. If secrecy is genuinely necessary to preserve evidence or prevent an immediate irreversible act, explain the risk and the precise reason for an application on request. If the issue is simply delay, a contradictory urgent application may be more robust.

Where urgency is established, the president of the competent commercial court may be asked to order a measure in référé, meaning expedited interim proceedings. The application should connect the urgency to a specific corporate risk and explain why the requested order is proportionate. Possible requests include ordering the president to convene the decision under the articles, requiring access to documents necessary for the vote, or appointing a mandataire ad hoc with a defined convening mission. The court may also require a security or set conditions for the appointee’s remuneration.

The relief should name the company precisely, give its registration details, identify the applicant’s status, quote the relevant articles, set out the agenda, and explain the mechanics of notice and voting. “Organise a meeting” is too vague. A useful draft order might specify that the mandataire ad hoc must send notice by registered post and email, allow remote attendance if the articles permit it, circulate the accounts and proposed resolutions, verify proxies, chair the meeting only for the stated agenda, record the vote, and deliver the signed minutes to the company. If the meeting will decide on a new president, the order can state how the decision is to be notified for the subsequent RCS/RNE filing.

The applicant should ask for a deadline that the company can realistically meet. A very short date may look tactical if notice cannot be properly given. A longer date may defeat the urgent purpose. Explain the time needed to translate documents, send notices abroad, collect proxies and allow the other shareholders to participate. The court’s goal is a valid decision, not a paper victory that can be challenged immediately.

An administrator provisoire is different. It is a much broader and more intrusive measure that may replace or supervise the ordinary management of the company. The Cour de cassation has repeatedly described it as exceptional. In its judgment of 7 January 2004, no. 01-10.034, the Commercial Chamber held that serious disagreement among shareholders was not, by itself, enough where no paralysis or imminent danger to the company had been proven. The court described the required circumstances as making normal operation impossible and threatening the company with imminent peril.

The same threshold appears in the judgment of 18 June 2013, no. 12-13.255. In that case, the court relied on persistent disregard of minority rights, refusal to communicate accounting and insurance documents, and refusal to convene assemblies, together with conduct allegedly used for personal benefit at the company’s expense. The decision says that those findings brought out the imminent peril to which the company was exposed. It is a helpful illustration of the difference between an ordinary governance dispute and a blockage that threatens the company itself.

The judgment of 8 November 2016, no. 14-21.481 provides another boundary. The court upheld an administrator provisoire where serious disagreement between management bodies had paralysed the company, interrupted financial flows between a holding company and its subsidiaries, and left the company without management organs. It referred to the circumstances making normal operation impossible and creating imminent peril. A foreign shareholder seeking only a meeting should not request that remedy when a limited mandataire ad hoc can solve the problem. Asking for too much can weaken the application.

If the president’s refusal is tied to an imminent dissipation of assets, disappearance of records, unauthorised transfer, inability to pay employees, or a company with no functioning management body, the broader remedy may need to be discussed. The application should still separate the immediate request from the underlying merits. A court may appoint a temporary administrator to preserve the company, but it will not use that exceptional measure simply to give one shareholder leverage in negotiations.

The distinction between a mandataire ad hoc and an administrator provisoire also affects the message to banks, employees and counterparties. An ad hoc officer with a convening mission does not automatically become the company’s general legal representative. An administrator provisoire may have wider powers under the order. The company should provide the order to its bank, accountant, tax team and filing agent only with a clear explanation of the authority granted. Ambiguous communications can create a second operational blockage.

B. How to preserve the company, the evidence and the foreign shareholder’s position

A successful order is only the middle of the process. The applicant must prepare for the meeting, protect the corporate records, and follow the consequences of the vote. The first safeguard is to make the requested order operational. Before the hearing, prepare the notice, agenda, resolutions, attendance form, proxy, translation protocol, voting sheet and draft minutes. If the court appoints a mandataire ad hoc, send the appointee a complete file with the articles, share register evidence, refusal chronology, proposed timetable and contact details for every shareholder.

The agenda should be limited to matters supported by the evidence and the articles. If the dispute concerns a refusal to appoint a new president, do not add unrelated resolutions about a capital increase, sale of assets or amendment of the shareholders’ agreement simply because the applicant wants to use the same meeting. A broad agenda can cause a notice challenge. If several decisions are urgent, explain the legal and business connection between them, and provide separate resolutions so the shareholders can vote with precision.

Shareholders should receive the documents in the form and time allowed by the articles. Where the company has an accountant or statutory auditor, identify which reports are required and whether they have been supplied. The president’s refusal may have prevented their circulation, but the court-appointed officer should not imply that missing documents have been reviewed. The minutes should record what was available, what was requested, and any reservation expressed by a shareholder.

For an overseas shareholder, attendance logistics are part of legal validity. Confirm the time zone in the notice, test the video link, identify the person attending for a corporate shareholder, and use a written proxy that states the agenda and voting instructions. If a shareholder is represented by a foreign officer, attach evidence of that officer’s authority. If the articles require a signature, use the permitted signature method and retain the audit trail. If the articles are silent, obtain legal advice before treating a new digital process as automatically valid.

The applicant should maintain a single evidence register. Each exhibit should have a number, date, source, language, translation status and purpose. Keep copies of:

• the current articles, amendments and shareholders’ agreement;
• the Kbis or RCS extract, the RNE information and the company’s registered-office details;
• the foreign shareholder’s registry and authority documents;
• share transfer, subscription, account or register evidence;
• the demand to convene, proof of receipt and every response;
• accounts, tax notices, payroll documents, bank correspondence and contracts showing urgency;
• draft notices, resolutions, proxies, translations, technical records and minutes; and
• the court application, order, service documents and proof of compliance.

This register protects more than the court claim. It helps the company respond to the greffe, the tax administration, the bank, the accountant and the URSSAF. URSSAF is the network responsible for collecting a large part of France’s social-security contributions. A dispute about a shareholders’ meeting does not suspend payroll, employment declarations, VAT, corporate tax, social contributions or other operational duties. The official impots.gouv.fr guidance reminds businesses that professional tax declarations and payments are handled through electronic procedures. A blocked president must not be allowed to turn a governance conflict into a tax or employment crisis.

Accounts deserve a separate caution. For a multi-member SAS, do not state that Article L. 225-100 automatically sets a six-month approval deadline. The Cour de cassation judgment of 7 January 2026, no. 24-83.864 specifically rejects that automatic reasoning for the SAS and asks whether the company is a one-person SAS or whether its articles provide the deadline. The same decision distinguishes the duty to establish accounts from the rules for their approval and filing. Its analysis refers to the filing offence under Article L. 232-23 after approval; the filing period must be calculated from the actual approval and the applicable filing method, not guessed from the company’s year-end.

That does not make a delayed meeting harmless. If the articles set a date, if the company is a SASU, if a court order or tax rule creates a deadline, or if the absence of accounts prevents a financing, filing or insolvency decision, the delay can cause real harm. The application should show the exact deadline and its source. The court can then select a date and mission that protect the company without relying on an inapplicable SA rule.

The president may also face separate exposure. Article L. 227-8 of the Commercial Code makes the rules governing the responsibility of members of an SA’s board or executive board applicable to the president and directors of a SAS. If the company later enters insolvency proceedings, Article L. 651-1 extends the insufficiency-of-assets chapter to private-law legal-entity directors and permanent representatives, while Article L. 651-2 governs the possibility of ordering a director to bear all or part of an insufficiency of assets where its conditions are met. These rules do not mean that every missed meeting creates personal liability. They explain why deliberate concealment, refusal to prepare accounts, continued trading during a crisis, or dissipation of assets must be analysed separately from the request to convene shareholders.

The foreign shareholder should also avoid overclaiming in communications. Do not tell the bank that the president has been removed before a valid vote. Do not file a change at the RNE or RCS on the basis of minutes from a meeting that did not comply with the articles or the court order. Do not publish a shareholder resolution in the BODACC unless the relevant filing and publication requirements have been met. Do not use the court application to obtain confidential customer or employee information unrelated to the agenda. A disciplined record strengthens the claim and reduces the risk that the company will accuse the applicant of acting against the corporate interest.

If a meeting has already been held but its validity is disputed, the remedy may be different. The applicant may need to challenge the notice, vote, minutes or decision, request access to documents, or seek a new meeting. A post hoc invalidity claim is not the same as an application to compel a first valid convening. The court should be told clearly whether the request is prospective, corrective or both. Combining distinct requests without a procedural map can delay the urgent part.

Where the disagreement extends beyond the refused meeting into a 50/50 deadlock, refusal to provide documents, or a blocked bank mandate, the broader context should be linked but not confused with this application. The existing guide on French company shareholder deadlock for a 50/50 foreign founder addresses the wider remedies. The present application should remain focused on the particular procedural failure: the president has prevented a collective decision that the articles require or make available, and a defined court intervention is needed to restore that process.

The same discipline applies when updating the company’s registration file. Once a valid decision changes the president, registered office, articles or another declared item, the filing should be made through the relevant formalities channel. The INPI’s formalities resources explain the role of the Guichet unique, the online one-stop portal for company formalities. The filed document should match the signed minutes and the court order. If the order only authorised a meeting, it should not be presented as authority to make a different management change.

A foreign founder who prepares this way can ask the court for a practical order: recognise the shareholder’s status, record the refusal, appoint a mandataire ad hoc if necessary, set a defined agenda and timetable, permit the participation method allowed by the articles, and require the resulting minutes to be delivered for the next corporate step. That request protects the company’s ability to function while preserving the president’s right to answer and the other shareholders’ right to vote. It also gives the judge a remedy that can be executed without taking over the business.

Conclusion

A foreign shareholder can obtain judicial help when a French SAS president refuses to initiate a collective decision, but the application must be built around the SAS articles and a documented refusal. Share ownership creates a right to participate; it does not automatically create a right to send an independent notice. The crucial questions are who must convene, what form the decision must take, what threshold and notice rules apply, and whether an alternative route remains open.

The strongest case usually presents a complete articles-based request, reliable evidence of the foreign shareholder’s authority, proof of delivery, a precise agenda, and a concrete corporate risk. A mandataire ad hoc with a limited convening mission may be appropriate. An administrator provisoire is exceptional and requires a much more serious demonstration that normal operation is impossible and the company faces imminent peril. The six-month SA accounts rule must not be copied into a multi-member SAS without checking the current law, the company’s status and its articles.

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